Thomas and Friends: Engines of Equestria
by Harvey Who
Summary: Total darkness in Equestria. The Diesels have formed an alliance with Nightmare Moon. With their combined strength, they plan to take over both Equestria and Sodor and leave all in eternal night. It's up to Thomas the unicorn (wait, WHAT?) and his new friends to find the Elements of Harmony and save the day... literally. A tribute to 76859Thomas.
1. Prologue

**DISCLAIMER**

Thomas and Friends belong to Rev W. Audry and Hit Entertainment. My Little Pony belongs to Hasbro. Story based on MLP: FiM pilot episode and multiple Thomas and Friends hour-long specials, Including but not limited to "Day of the Diesels." Musical numbers are parodies of other productions dominantly property and trademark of Hasbro.

* * *

A long time ago, in a land called Equestria, there lived two regal sisters who ruled together and created harmony for all the world. The elder sister had magical abilities over the sun, and she made it rise and set every day. The younger one had control over the moon, and she kept it in the sky every night. The two sisters brought balance and peace to the whole world, let alone their own kingdom.

But as time went on, the younger princess became jealous. The people of the world relished and played in the wonderful day her sister made. But they slept through the beautiful night she had created. Soon, she refused to lower the moon and left it up in the sky.

The elder sister tried to reason with the younger one, but it was already too late. Her jealously became too much, and she became the most feared creature in the land, Nightmare Moon. She vowed to shroud the world in eternal night.

Seeing she had no choice, the elder sister harnessed the most powerful relics in Equestria, the Elements of Harmony. Though them, Nightmare Moon was defeated and permanently banished into the moon. The elder sister took on responsibility for both sun and moon, and harmony has been maintained for generations since. Until now…

* * *

**_Harvey Who presents_**

**_A 76859Thomas Tribute_**

_My Little Pony... My Little Pony...  
Ahhh...Ahhh...AHHH...AHHH..._

_It's Thomas… You're the leader…_

_*Thomas Whistles*_

_They're two, they're four, they're six, they're eight,  
Shunting Trucks and hauling freight!  
Red and Green and Brown and Blue,  
They're the useful crew - That's who!_

_My Little Pony: I used to wonder what friendship could be,  
My Little Pony: Until you all shared its magic with me!_

_All with different roles to play,  
'Round Tidmouth Sheds or far away!_

_(Instrumental)_

_My Little Pony: I used to wonder what friendship could be,  
My Little Pony: Until you all shared its magic with me!_

_Everything is tickety-boo,  
'Cause out in front is you-know-who!_

_It's an easy feat, __  
__and magic makes it all complete!_

_Thomas…__  
__Did you know you are my very best friend?_

**_THOMAS &amp; FRIENDS  
ENGINES OF EQUESTRIA_**

* * *

**Post-prologue Considerations: **Just for the record, I AM NOT A BRONY! If anything I'm more of a Thomas fan, and let's be honest: who doesn't like Thomas the Tank Engine? This is a tribute to YouTube user 76859Thomas, who unexplainably makes some of the better crossover videos/music videos I have ever seen.

May I also add that this story was posted on October 2014, marking 30 years of, in the words of Sir Topham Hatt, "the most really useful engine." Happy Anniversary Thomas! Now, on with the show!


	2. Chapter 1

Chapter 1

Summer had come to the Island of Sodor. The skies were blue and cloudless. The children were let out of school. And the days were quiet and lazy.

One morning, as Thomas was puffing down his branch-line with Annie and Clarabel, he was very cheerful. So much so, in fact, that he was even singing.

__"Life as a steam engine shimmers,  
Life as a steam engine shines.  
And I know for absolute certain  
That everything is certainly fine!__

__"James and Henry, en route with those freight trains,  
Gordon thunders by with the Express.  
Our Sodor summer, so gentle and still,  
Could things ever go wrong? I don't think that they will!__

_"__Life as a steam engine shimmers,  
Life as a steam engine shines.  
And I know for absolute certain  
That everything is certainly____—!"_

"GET OUT OF MY WAY!" shouted a voice as a shape raced by and nearly knocked him off the track.

"Fizzling fireboxes!" the blue engine exclaimed. "What was that?!"

"Don't ask me," Annie replied. "I didn't see it properly."

"Nor did I," added Clarabel.

* * *

Later, the tank engine puffed over to Knapford Station. All his friends were there. All he could hear was talk of the strange object.

"He was big," said James.

"He was brown," added Edward.

"He called me a silly steamie," shivered Henry.

Thomas' eyes popped open. "Oh, no," he moaned. "That must mean it's a diesel."

"Not just any diesel!" Suddenly, they all saw a brown blur coming straight toward them. It screeched to a halt, and its self was revealed. It was a large brown engine with a big mechanical claw on its top. Behind them, a number of diesel engines slowed to a stop.

All the other engines gasped. Gordon, the biggest and bravest of them all, shook so much, his coal nearly jumped out of his tender. "Diesel 10's back!"

"Hello, steamies!" the engine before them began. "Guess what! I'm here for the summer!"

"Why?" asked Emily.

"I have a very important job to do," he began. "Diesel told me someone very special was coming. I've got my gang preparing for our guest's arrival even as we speak. No time to chat, so stay out of our way!" And Diesel 10 and his minions slithered quickly away.

The steam engines groaned. Having Diesel 10 on Sodor for one day was bad enough. But to have him stay for the whole summer… a nightmare.

That afternoon, Percy was chuffing up Gordon's Hill with the mail trucks. Den, the Diesel-work diesel, hummed up next to him. "Puff harder if you want to make it to the top by Christmas!" And he roared away.

This made Percy cross. "Bossy sprockets!" he yelled.

Next, Norman caught up with Gordon and the Express. "Get outta my way, Slow-Coach!" He blared his horn and angered the passengers.

Gordon moaned. "The indignity…"

By tea time, Emily was backing up to her coaches, ready for some passengers. Suddenly, Daisy the diesel railcar pushed her away. "Hey! Those are mine!" she shouted.

The railcar looked at the coaches and then at Emily. "They don't want an ugly engine like you. They want me: highly sprung and ready up to date." And she slithered away with the coaches.

Emily was shocked. She had never been so insulted before.

Later, Toby chugged cheerfully to a junction, 'Arry and Bert, the twins, stopped beside him. "Look, Bert! A log cabin on wheels!"

"Wow! You don't see very many of those anymore."

The two blasted smoke into Toby's face and ran off as the signal turned green. The tram engine was upset. He missed his green light.

Edward was pulling James and a freight car to the Steam-works for repair. Devious Diesel slowed beside them. "Let's see… Two old steam engines to pull one empty freight car. One revolutionary diesel to pull five full ones. No contest!" He quickly rattled away.

James was so cross, he couldn't puff at all.

Finally, at sunset, a small green diesel puffed up to Henry. "Hello there. I'm Paxton, and this is my first day on Sodor."

Henry had never seen him before. The diesel seemed friendly. "I'm Henry. Pleased to meet you."

Before he could say anything more, Diesel 10 came up beside him. "Paxton!" he snapped. "Are you making friends with a steamy? Do you want to go to the hoist again?"

"I-I wasn't being friends with him," the now scared diesel said and looked at Henry. "Out of my way… silly steamy?" Diesel 10 shrugged and left. "Sorry, Henry. Nice to meet you." And Paxton hurried after his leader.

Henry felt sorry for Paxton. He was also cross at Diesel 10.

* * *

That night, the steam engines could only talk about diesels.

"Daisy called me ugly!" Emily shouted.

"The diesels have taken over my Express line," fumed Gordon.

"They'll never have a shiny coat like me," hissed James proudly.

"They never have manners when Diesel 10's around," Henry added.

"We should speak to Sir Topham Hatt about this," said Edward, and all the other engines agreed.

All except for Thomas. "We can't. Sir Topham Hatt left Sodor a few days ago."

"Where did he go?" asked Toby. "And when will he be back?"

"He didn't say. Just that Hiro was in charge while he was gone."

Percy whimpered. "We're on our own…"

* * *

The next day, Thomas was at the Shunting Yards, collecting Heavy Hector. He was loaded with coal for the coal depot. Diesel 10 was there. He was being coupled up to five flatbeds of machinery. He looked over at Thomas' load and laughed. "Good thing you're not working for our special guest. Preparations would never be complete."

"What do you mean?" Thomas asked, upset.

"Isn't it obvious?" Diesel 10 replied. "You're not large, or strong, or fast. You're just a pile of useless scrap!"

The small blue engine felt hurt. And the others were cross. This time, Diesel 10 had gone too far.

"BE QUIET!" Hector bellowed.

"Thomas is not scrap!" snapped Emily.

"He's a really useful engine!" James added. "And he can pull just as heavy loads as you!"

"That's right! Even heavier!" chuffed Gordon.

"And he's very fast for a tank engine!" shouted Henry.

The steam engines didn't scare Diesel 10. An idea snuck into his exhaust stack. "Very well, Puffball. I challenge you to a Diesel Duel!"

The engines gasped. Their wheels wobbled with worry, and their axels ached in alarm.

Percy looked puzzled. "What's a Diesel Duel?"

Den and Dart came over to explain. "A Diesel Duel is a contest of strength and speed," said Den.

"What he means is," Dart cut in, "it's a contest between two diesels, or in this case, one diesel and one steamy."

"You heard me right, and the stakes are high, teapot. When I win…" the king of the diesels grinned gruesomely. "…you'll be scrapped and sent to the Smelter's Yard!"

"And if Thomas wins?" asked Edward.

"Diesels never lose a Diesel Duel. That's why it's called a Diesel Duel."

"Hypothetically speaking…"

"Okay. Hypothetically, if he wins, I'll…" Diesel 10 fell silent. He didn't know what to do if he lost.

Hector spoke up. "If he wins, you'll stand out in front of everyone and say that diesels are **not **better than steamies, and you have to call Thomas the most really useful engine of all!"

"Fine, fine…" Diesel 10 turned back to Thomas. "Doesn't matter anyway. I never lost a Diesel Duel."

Though he didn't show it, Thomas felt even more scared than ever before. "I don't have to prove anything. Besides, don't you have a very special guest to prepare for?"

He was just about to slip away, when Devious Diesel stopped him. "Ah-ah-ah… The Diesel Duel has already been called. If you back out, you forfeit."

"He's right. And… you're not scared, are you?" asked Diesel 10.

The other engines saw that their friend was worried. Hiro puffed his biggest puff. "You're the number one engine on Sodor. And you taught us that there's always hope, even if it's not easy to see. Please, Thomas. Do it for all of us."

Thomas looked at Hiro and all his friends. They believed in him, and that made him feel brave and stern. "Brendam Dock at dawn?"

"You're on!"

* * *

There was great excitement in the nearby land of Equestria. The one thousandth Summer Sun was getting closer. It was to commemorate the day of the longest continuous sunlight. There was a lot to do in so little time, and everyone was excited.

Everyone except a young unicorn girl who was reading a book. Her name was Twilight Sparkle, and she loved to read and to learn. This story, however, was somehow different. She looked at a picture of seven gems around a pedestal. "Hmmm… the Elements of Harmony… I know I've heard of those before, but where?" As soon as she put her book back in her saddlebag, she quickly got up and left for the library.

As she crossed a nearby bridge, the pony girl ran into three others like her. "There you are, Twilight," one of them said in a friendly tone. "Moon Dancer's having a little get-together tonight at the castle courtyard. Do you want to come?"

"Oh, sorry, girls. I've got a lot of studying to catch up on." And Twilight galloped away.

This made the others cross. "Does she do anything besides study?"

"I think she's more interested in books than friends," another added.

But Twilight didn't listen. 'I know I've heard of the Elements,' she thought to herself. She ran as fast as she could, passing every pony she ran into without saying hello. Soon, she arrived at the library.

Her dragon companion, Spike, was there. He was just about to leave when Twilight burst through the door, knocking him off his feet.

"Spike! Spike! Spike?" Then Twilight saw him. "There you are, Spike. Quick, I need to see that book of predictions and prophecies."

Spike followed her toward the bookshelves. He was slightly annoyed.

Then, Twilight noticed something. "What's that on your tail?"

Spike saw the box on his tail and pulled it off. "Well, it was a present for the party tonight…" he groaned.

"Oh, Spike, you know we don't have time for that."

"But we're on summer break." But Twilight didn't listen. Instead, she started pulling books off of shelves with her magic, hoping to find it. But none of them were the right one. Spike climbed a ladder and started looking through the top shelf. "Here it is!"

He tossed it over to Twilight, who caught it using her magic. Then she started flipping through the pages until she found it. "Here it is. 'Elements of Harmony: see… "Mare in the Moon"'?" Both Twilight and Spike were confused. They thought that was just a myth. But the girl just did as the book directed. She flipped through the pages to the sight in question.

"'Mare in the Moon:" Twilight began, "myth from olden pony times. Legend tells of a powerful alicorn who wanted to rule the world through shadows. Ultimately, she was defeated by the Elements of Harmony and banished to the moon. But legend foretells that on the longest day of the thousandth year, the stars will aid in her escape, and she shall bring about nighttime eternal!'"

Twilight gasped. She was quick to make a connection with the two stories. "Spike, take a note, please. To the princess."

"Okie-dokie." The dragon pulled out a quill and paper, and he started to write as Twilight spoke.

"My dearest teacher,

"My continuous studies of pony magic have leaded me to discover that we are on the precipice of disaster. For you see—!"

"Wait a second," interrupted Spike. "How do you spell 'precipice'?"

After quickly spelling it out, Twilight continued. "For you see, the mythical 'Mare in the Moon' is in fact Nightmare Moon, and she is about to return and bring eternal night. Something must be done to ensure this does not occur. I await your immediate response.

"Your faith student,

"Twilight Sparkle"

After Spike finished the letter, his pony friend instructed him to send it to the princess. But Spike was worried. "I don't know… Princess Celestia's pretty busy preparing for the Summer Sun Festival. And that's the day after tomorrow."

"That's just it," Twilight replied. "The day after tomorrow is the thousandth year of the Summer Sun Festival. It's important that she is told right away."

"If you say so." Then Spike breathed on the note, and it disappeared into a cloud of ash, which flew out an open window. "There. It's on its way. But I wouldn't get your hopes up."

But Twilight was not worried. In all the years she's been the Princess' personal student, the princess has never doubted her. Seconds later, a note appeared through Spike. "Ha. I knew she'd want to take immediate action!"

Spike picked up the note and started to read aloud. "My dearest, most faithful student,

You know that I value your diligence and that I trust you completely," he began, which made Twilight feel proud. "But there is more to a young unicorn's life than studying about magic."

Twilight was shocked. She almost forgot why she felt so proud.

"That is why tomorrow, I'm sending you to oversee preparations for the Summer Sun Festival in this year's location, Ponyville. In addition, I have a simpler, yet more essential task for you to complete: **make some friends!** I wish you good luck on your mission.

"Your mentor,

"Princess Celestia

"P.S. Spike, you must go with her to ensure she completes her task to make friends."

Twilight was upset. She thought the princess lost confidence in her. She thought Celestia thought she was wrong. But she knew what the princess said must be done. So she began to pack for her journey.


	3. Chapter 2

Chapter 2

Early the next morning, in the cold light of dawn, Thomas and his friends waited at Brendam Docks for Diesel 10. Hector was there as well. They agreed to let him keep Thomas' Troublesome Trucks under control. The tracks were clear, and the freight was prepared.

But Diesel 10 seemed to be running a little late. The steam engines were hoping that he had forfeited.

Then, Salty the dockyard diesel rolled over. He was one of the few diesels on Sodor who liked steam engines. "Thar be a full moon tonight, me harties. I can feel it in me pistons. Best keep a sharp and cautious lookout for… Nightmare Moon."

Thomas' boiler bubbled. "Please, Salty," he asked. "Could you tell us the story of Nightmare Moon while we wait for Diesel 10?"

Salty smiled. He liked to tell his tales. "Aargh. It all began a long time ago; back before railways or cars or any of those were even thought of. Nightmare Moon was a powerful alicorn pony from a nearby land called Equestria. She was as black as the night itself and had magical control over the moon."

"Wait," interrupted James. "What's an alicorn?"

"Think unicorn with wings," Salty explained. "As I was saying, Nightmare Moon was really, really bad. Far worse than Diesel 10 will ever be. She was jealous because nobody stayed up long enough to admire the beauty of the night. So she swore to plunge the world in eternal night.

"Her elder sister, however, knew how to defeat her. She used a powerful magic called the 'Elements of Harmony,' and Nightmare Moon was sent away to the moon. They say when the moon is full and the stars are scarce, you can see her looking down at you. But nobody has ever seen her… not that I know of."

"I think I have," Henry jumped in. "…but that was a long time ago. I was puffing down the main line one night with the Flying Kipper. Then, I saw what looked like a horse in the moon. By the time I got back to my shed, she was gone. Perhaps she hid herself?"

"Aargh, perhaps, Henry. She be a tricky one, making us think the thousand years have passed."

"The thousand years?" Gordon asked.

Salty laughed. "Aye. It was said that on the longest day of the thousandth year of her banishment, the stars would let her leave the moon, making eternal night once again."

The engines' eyes were wide with wonder. They were all amazed at this amazing tale. All except Cranky the dockyard crane. "There's no such thing as Nightmare Moon. Salty's being silly."

This made the other engines cross. But before they could complain, they could see a shape race toward them and screech to a stop.

It was Diesel 10. "Well, well, well, I thought you weren't going to show up, Puffball. Ready to lose?"

Thomas was stern. "No, I'm ready to win! I always tell my friends, they should never give up! Neither should I!"

Thomas and Diesel 10 were both coupled up to their trains. Hiro puffed up to them. "You will both take different tracks around the island. You may not stop for any reason accept for a red signal. The engine to go for longer and further, or the first engine to the Search and Rescue Center wins," he explained. "Are you ready?"

Thomas puffed bravely. "I was made ready!"

Diesel 10's claw clanked. "I was ready before I was made!"

"On your mark… Get set…" Hiro blew his whistle. "GO!"

Thomas and Diesel 10 pumped their pistons. Slowly yet surely, they both pulled out of the docks with their heavy loads. The Diesel Duel had begun.

Thomas puffed off with a heave and a huff. "I know I can do it. I'll puff for longer. I'll show Diesel 10 I really am stronger."

Diesel 10 smiled as he slid away. "Silly little steamies, I'll be gone in a blur. While you're all distracted, I'll team up with **_her_**."

The other steam engines watched and worried. Then they blew their whistles long and hard. "Good luck, Thomas!" they shouted. And they took the faster route to the Search and Rescue Center.

* * *

Thomas and Diesel 10 raced around the island. They clickety-clacked along the tracks. They whooshed through woods and huffed up hills. Diesel 10 raced and roared. He thundered and rumbled. He watched as Thomas huffed and puffed and heaved and hauled. "This is so easy, I almost feel guilty." He thundered on and was quickly out of sight.

Thomas was certain that Diesel 10 was up to something, but he kept on puffing. "Never give up; that's what I have learned! I'll beat Diesel 10! I'll be strong and stern!"

Later, he was huffing up a steep hill. His firebox flared, and his axles ached. At last, he reached the top. Then there was trouble. There was the sound of a clang and a bang. Thomas gasped. His brakes broke. "Trembling tracks! Not again! Help!"

Thomas felt his wheels whir and wobble. He kept moving faster and faster down the hill. He wanted to slow down, but he couldn't. His heavy freight cars pushed him on and on.

Ahead, he could see Rocky the rail crane on a side track. He was lifting a large branch that fell on Thomas' line. "Fenders and funnels! How can I stop?" He couldn't. With a crunch and a smash, the branch hit Thomas' head.

"Whoa! Sorry, Thomas!" Rocky called out.

But Thomas didn't answer. The sharp hit on his head knocked him out. But he kept moving down the track.

"Oh, no!" Hector bellowed. LOOK OUT! RUNAWAY TRAIN!" Luckily, a signalman switched him onto a siding, and onto an old rickety track.

Ahead, he could see a set of rusty old buffers inside an unfinished tunnel. Hector closed his eyes, ready to crash. But he didn't see something big and colorful had appeared in front of the end of the line. Thomas ran through the color and disappeared. Instead of following them, Hector and the freight cars continued on and crashed into the buffers. Crates smashed and cargo bashed.

The Troublesome Trucks laughed after they stopped. "Let's do that again! Let's do that again!"

"Quiet! Thomas, are you alright?" asked Hector. But Thomas didn't answer, because Thomas wasn't there. "Thomas? Thomas, where are you?!"

* * *

Much later, the other engines had arrived at the Search and Rescue Center. They wanted to see who won the contest. But they still didn't see Thomas or Diesel 10.

Norman the diesel came over. "I have come on Diesel 10's behalf," he said. "He broke his fuel pump before reaching the first marked station. The others have taken him to the Diesel-works for repair. He has forfeited the contest. Repairman's orders." And Norman rolled away to meet the others.

Percy smiled. "Diesel 10 forfeited the contest, which must mean Thomas wins! Hurray!"

The other engines hooted and tooted with happiness.

"Thomas is really going to feel very proud!"

"I can't wait to hear Diesel 10 call Thomas the most really useful engine of all!"

"This is so wonderful! I'm going to find Thomas and congratulate him!" So, Hiro puffed away to find Thomas. "Thomas! Diesel 10 forfeited! You won!" But Hiro couldn't find Thomas at all.

Much later, he saw something. "That looks like… a crashed train!" Quickly thinking, Hiro coupled up to the far end and pulled it out. He saw lots of Troublesome Trucks, but no engine pulling the load. "Where's your engine? Who's your engine?"

Hector whimpered. "Thomas was our engine. But… I have no idea what happened to him!"

Hiro gasped. "Oh, no…"

* * *

Thomas slowly woke up. He had finally stopped, and he was relieved. He looked around. The number one engine was in a forest… one he had never seen before.

"Diesel 10 should be at the finish by now," he said, cross. "He'll be purring with pride, because he won the duel. And all my friends will be wondering where I am." Thomas looked around again. "I don't know where I am."

The little engine was worried. He didn't know what to do, or where to go. But something about him felt very strange… he felt smaller than before. He didn't know why though.

But then, he looked up and smiled. "Smoke! A chimney! I'm not far away from a house! I can whistle for help!" And so he tried to whistle as loud as he could… but he couldn't whistle at all. He didn't know why until he saw a lake at his side.

Thomas looked at his reflection and gasped. His eyes popped open with shock. He had completely changed. His six small wheels were now four legs with hooves. His short, stumpy funnel was now a short, pointy horn. His short, stumpy boiler and dome were now a smooth, furry back. And a brown, shaggy tail swayed where his cab once was. "Cinders and ashes! I'm... a pony?!" And he was. Thomas was now a blue unicorn pony. He puzzled and frightened. He wasn't sure what happened.

'One thing at a time, Thomas,' he thought to himself. 'First, I should find my way home. Then, I'll find a way to change back to a tank engine.' Thomas slowly got up on his legs and weakly walked over to the smoke. His knees were knocking and his hooves hurt. But that didn't stop him at all.

In seconds, Thomas had left the forest. Then, he saw there wasn't just a house nearby but a small town. Near a bridge to the way into town, there stood a large sign.

**Welcome to Ponyville**

**Where Friendship is Magic**

Thomas was curious. He had never heard of such a town before. By the time he had crossed the bridge into the town square, he was rather excited. But what he saw made him even more curious. There were no people inside the town. Instead, Thomas saw ponies here, ponies there, ponies almost everywhere. 'That would explain the town's name,' he thought to himself. 'Oh, well. At least there are railways. I'll wait here for an engine to pass by and ride to Knapford.'

An all-pink pony with a messy mane and tail cheerfully trotted along the path. Then, she saw Thomas and stopped. Thomas was worried. He didn't dare speak. Then, the pink pony gasped with a jump, and she galloped quickly away.

"Well, that was strange," the blue pony muttered as he continued on through the strange town.

__'I've never seen a place that's quite like this.  
Everything is turned around; my simple life is upside-down.  
Getting up and going; it's the hooves that I can't stand.  
Don't know how long I have with them; got to learn all that I can!'__

So Thomas looked to and fro. He watched as different ponies were doing different things. He saw normal ponies carry saddlebags of goods, some Pegasus fly through the air, and unicorns lift large objects without touching them.

__They don't use any steam, haul freight or shunt trucks.  
I don't get this pony back, or why I don't need railroad tracks.  
Everything's confusing when it seems so new,  
But I look a little closer, and somehow, it feels familiar too.__

The unicorn ponies are what worried him the most. Thomas saw they had some sort of magic in their horns. He was scared. He couldn't use magic at all.

__'What a strange new world...  
Trying to make heads or tails of this strange new world...  
sorting through the small details of this strange new world.  
__What a strange new world...'__

* * *

Not too far away, Twilight Sparkle and Spike were being escorted by two Pegasus ponies to Ponyville. They were so close that they could see the town below. Spike was excited. He had never been so far from home before. But Twilight was rather upset. She couldn't stop thinking of the letter she received from the princess the day before.

Spike knew this. "Look on the bright side," he tried. "The princess arranged for us to stay at the town library. Doesn't that make you feel happy?"

"Yes. Yes, it does. Do you know why?" Before Spike could answer, Twilight continued. "Because I'm right. I'll check on the preparations as fast as I can, then I'll get to the library to find some evidence on Nightmare Moon's return."

"Then, when will you make some friends like the princess said?"

"She said to check on preparations. I am her student, and I'll do my royal duty. But the fate of Equestria does not depend on me making friends."

Soon, the chariot arrived in Ponyville's town square. Twilight and Spike unloaded the carriage, and the two royal guard ponies flew away. Twilight was about to begin her job when Spike stepped in front of her. "The princess said you making friends was an even more essential task than preparations. I'm sure she has a good reason for that. We're not leaving this spot until you make at least one friend, got it?"

Twilight could see her dragon companion was serious. He did have at least one point. The princess had a reason for everything. "Fine," Twilight moaned.

"Good. And just so you don't do anything sneaky…" Spike took a ribbon from a street light and covered Twilight's eyes. "…I'll choose that friend for you. And don't worry. I'll choose wisely." The dragon looked around. He saw all sorts of ponies. But not one pony seemed right. Then, Spike saw Thomas. "Aha!" He pulled away the ribbon and pointed in his direction. "That one. The pony with the number one for a cutie mark."

Twilight looked at the pony in question. But she was rather worried. She had spent so much time studying and learning at the library, she wasn't sure if she knew how to make friends anymore.

Spike then started to push her over until she was in front of Thomas. "Come on. Just try."

Twilight looked at him, then at the blue pony, and she smiled nervously. "Uh… hello?"

Thomas wanted to smile back, but he was scared. He didn't know whether to speak, gallop away, or step backwards as slowly as he could. But Thomas didn't move. He couldn't take his eyes off the talking purple pony before him. "Hello," he finally said. "My name is Thomas."

The pony girl sighed, feeling very relieved. "My name is Twilight Sparkle."

Thomas wasn't sure what to say next. Nothing that has happened to him today has made any sense to him. "Oh! Maybe you could help me? I'm lost, and I don't know how I got here. Do you know where I am?"

"This is Ponyville Square, I believe," Twilight replied. Then she felt a little embarrassed. "Silly me. You must want to know where in Equestria that is?"

The blue pony's eyes widened. "Equestria?! This is Equestria?!"

"Oh? You're not from here, are you?"

"No. I came here from the Island of Sodor. I don't know how I got here, but I want to go home to my friends."

Twilight looked at Thomas. She could see he was lost, alone, and very unhappy. She felt sorry for him. Then, she had an idea. "I know! We can ask Princess Celestia! The princess is the most powerful pony I know, and she's coming here tomorrow. She'll be able to help you."

But Thomas was still worried. "What about my friends back home? Sir Topham Hatt will be upset if I don't get back to work soon."

Twilight already knew what to do. "Spike, take a note please. To Sir Topham Hatt." And Spike started writing down what Twilight said.

"Dear Sir,

'By the time you read this, I am sure you will be aware of Thomas' unprecedented absence. Rest assured, he is in good hooves. For you see, under unknown circumstances, Thomas was brought to Ponyville in Equestria.

"I will ensure that Thomas is returned safely to the Island of…" she paused for a moment. "What's your home called again?"

"Sodor," answered Thomas.

"…the Island of Sodor within the next twenty-four hours," continued Twilight. "However, this letter is also charmed to return to me if you wish to retrieve him yourself. You simply have to throw it into a fire.

'Sincerely yours,

'Twilight Sparkle of Canterlot"

Once Spike finished the letter, Twilight's horn glowed, and so did the paper. Then, Spike blew on the note, and it flew off. "There. It's on its way."

Thomas smiled at Twilight and Spike. "Thank you both. It's great to have friends in these problems, especially new ones."

Twilight shivered. She didn't want to be friends with Thomas. She wanted to get to the library as fast as she could. "Uh… come on, Spike. We have work to do." And she started down the path.

"Was it something I said?"

"No, it's not you, Thomas," Spike replied with a groan. "She… doesn't have any friends."

Thomas was surprised. "Why not?"

"She's the princess' personal student. She thinks doing what the princess wants her to do is more important. But the princess wants Twilight to make some friends more than anything. That's why we came here."

"That's not good. That not right. That shouldn't be happen to anyone." So Thomas made a decision. "I can help her make some friends. I have plenty of friends back on Sodor, and I can show her how to make some."

"Thomas," said Spike, "you don't have to do that."

"But I want to. You and Twilight helped me find a way to get back home. This is the very least I can do to be a really…" Thomas was about to say 'a really useful engine,' but he quickly corrected himself. "…a really good friend."

Spike smiled. "Gee, thanks!" So then, Spike hopped onto Thomas' back, and off they went to prepare for the Summer Sun Festival.

* * *

Author's Note: OH! One major detail I almost forgot. There will be no pairings between each series. In this story, Thomas and Twilight are friends and no more.


	4. Chapter 3

Chapter 3

At the Sodor Search and Rescue Center, the other engines waited for Thomas and Hiro to arrive. Hiro came over.

"Where's Thomas?" asked Henry.

"I bet he went to brag at the Diesels," Toby laughed.

But Hiro wheeshed with worry. "I found Thomas' trucks abandoned on a siding. Thomas is missing!"

Percy's wheels began to wobble. "Oh, no…"

"Now, we must find him! We will need all engines to help!"

"How are we going to find him?" Gordon asked.

Hiro thought. Then, an idea popped into his pistons. "Split into teams of two. Gordon, you look with James along the main line. Edward and Henry, check the Steamworks in case he was found and repaired. Emily, Toby, you two ask the Logging Locos at Misty Island. Percy, you're with me. We're going to inspect the Dieselworks just in case."

With the teams formed, and the plan set, the engines pumped their pistons and began searching for Thomas.

* * *

Back in Ponyville, Thomas and Twilight Sparkle were walking along the path. Spike rode on Thomas' back as he pulled out a piece of paper. "Summer Sun Festival Official Overseer's Checklist:" he read aloud. "First on the list is… banquet preparations at Sweet Apple Acres."

Soon, the three arrived at a large apple farm. Once they walked in through the gates, they saw a peach-colored pony with a light yellow mane and tail. She kicked a nearby tree with all her might, and apples fell off the branches into the baskets below. Then, she saw the tree visitors and smiled warmly.

The blue pony was the first to speak. "Hello. I'm Thomas, and this is Twilight and Spike. We—!"

But before he could finish, the peach-colored one grabbed a hoof from each pony and shook them both rather violently. "Well, howdy do, Thomas and Twilight. A pleasure making your acquaintances," she said. "I'm Applejack. We here at Sweet Apple Acres sure do like making new friends."

"F-f-friends?!" But Twilight didn't want to be friends with Applejack. She wanted to get to the library as fast she could.

Then Applejack let them both go. "So, what can I do ya for?"

"Well," Twilight began after she collected herself, "we are here to supervise preparations for the festival. And you're in charge of the food, aren't you?"

"We sure sugar are! Would ya care to sample some?" she offered.

Thomas felt his stomach. "Well, I am a little hungry."

Twilight agreed. "As long as it doesn't take too long…"

But it would. As soon as they agreed, Applejack rang a nearby triangle. "Soup's on, everypony!"

Faster than the other three could react, a large number of ponies galloped into the area. They carried Thomas, Twilight and Spike to a large table.

"Now," Applejack said, "why don't I introduce y'all to the Apple Family?"

"Thanks, but we should really get going." But Twilight was too late.

"This here's Apple Fritter, Apple Bumpkin, Red Gala, Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp…" and with every pony she introduced, a different dish was placed on the table, until had food piled high. "…Big Macintosh, Apple Bloom, and Granny Smith." At last, she introduced them all. Then... "C'mon, apples! Y'all know this one!"

__**Applejack: **"We travel the road of generations,  
joined by a common bond.  
We sing our song across the pony nation,  
From Equestria to beyond."_  
_

__**Chorus: **"We're Apples forever, Apples together.  
We're family, but so much more.  
No matter what comes, we will face the weather;  
We're Apples to the Core!"_  
**_Big Macintosh:_**_ "Eeyup!"__

___****_Apple Bloom_**: **"_There's no place that I'd rather be_  
_Than right here, with my family._  
_Friends all around come to join and see,__  
_As we sing out across the land!"_  
__

__**Chorus: **"We're Apples forever, Apples together.  
We're family, but so much more.  
No matter what comes, we will face the weather;  
We're Apples to the Core!"_  
**_Big Macintosh:_**_ "Eeyup!"__

__**_Granny Smith: "_**_We're peas in a pod; w__e're thick as thieves._  
_Any cliché you can throw at me._  
_We're here for each other, through thick and thin,_  
__You're always welcome with your Apple kin._  
_Wheeeeee!"_  
_

Thomas liked the Apple Family already. He even added his own verse just in time.

___**_Thomas: "_**_You're more fun than shunting Troublesome Trucks,_  
_And I feel like coming here was not just luck._  
_The love I feel leaves me so awestruck,_  
__That I want to stay here all day!"_  
**_Applejack:_**_ "__All right!"_  
__

**_Thomas and __**Chorus: **___**___"We're Apples forever, Apples together.___**___  
___**___We're family, but so much more.___**___  
___**___No matter what comes, we will face the weather;_____  
__We're Apples to the Core!"_  
**_Big Macintosh:_**_ "Eeyup!"__  
__

Applejack laughed. "Well, I can't say I know what 'Troublesome Trucks' are, but I'd say y'all are already part of the family." And that made Thomas smile.

Twilight chucked nervously. Now, she was more than ready to leave. "Okay. Well, I can see the food situation is handled, so well be on our way."

Apple Bloom looked up at Twilight. "Aren't ya gonna stay for brunch?" she asked sadly.

"Sorry, but we have an awful lot to do," she replied, which made everyone else upset. And she was just about to start leaving, when Thomas stepped on her tail, stopping her.

"If you insist…" he said cheekily. While he was still hungry, he also wanted Twilight to make some friends.

The Apple Family cheered with pleasure. But Twilight was annoyed.

* * *

At the Sodor Steamworks, Annie and Clarabel were losing both patience and hope. They were certain that Thomas was sent to the Smelter's Yard. The thought made them rattle their wheels.

Victor and Kevin were there. They were trying to soothe their stress. Then, the little crane saw something blue outside. But i was a little too far to see. He thought it was Thomas. "At ease, girls! You're back in business."

"Oh, is Thomas back?" asked Clarabel.

"Thank goodness!" added Annie.

But the shape turned out to be Edward. Henry came behind him. "Is Thomas here?" they asked.

"No, we thought he was dueling Diesel 10," Kevin replied.

"He was... but he's missing!"

This only made Annie and Clarabel even more worried.

Then, BoCo the diesel railcar hummed in. He was pulling Mavis the quarry diesel.

"Hello, my friends," said Victor. "What are you doing here? We don't normally repair diesels."

"I know," replied BoCo. "But Den and Dart aren't at the Dieselworks for some reason. And Mavis blew her safety valve. Perhaps you could fix it?"

"Don't worry, Mavis," Victor told her. "Just because we don't normally repair diesels doesn't mean we can't."

As Victor and Kevin worked on Mavis, Edward and Henry told BoCo about the missing tank engine. He agreed to help them find him, and off they went to continue their search.

* * *

Meanwhile, in Equestria, the three went back into town. Thomas and Spike walked down the path cheerfully. They were both happy with Applejack's hospitality. But Twilight groaned. She had too much to eat.

Spike pulled out the list again. "Food's taken care of. Next is weather." He looked up at the sky. "There should be a Pegasus girl named Rainbow Dash clearing the clouds."

Thomas and Twilight looked up. Above them were more clouds than they could count. "Well, she isn't doing a good job, is she?" asked the latter.

Suddenly, a blur of color ran into her and drove her into a nearby mud puddle. Mud splattered all over Twilight. And Thomas. And Spike as well. A light blue Pegasus pony with a rainbow-colored mane and tail stood up from the mess. She looked at Twilight and chuckled nervously. "Uh… excuse me?"

Twilight didn't answer. She was cross.

The Pegasus pony looked up. "Here. Let me help you guys." She brought a dark cloud over and started jumping on it. Water dumped all over the three. Too much water. "Oops… how about this? My very own 'Rain-Blow Dry!'" She quickly circled around them, engulfing them in a tornado of color. When it all cleared, they were all dry and clean.

But Twilight's mane and tail were all tangled up. The other three found it very silly. They fell to the floor laughing. "Very funny," Twilight said smugly. "Rainbow Dash, I presume?"

"The one and only," she replied as she started to fly again. "Why? You heard of me?"

"I heard you're supposed to keep the sky clear," she answered, annoyed at the flying pony.

"Let me handle this." The blue unicorn pony turned to Rainbow Dash. "I'm Thomas, and this is Twilight Sparkle. The princess sent us here to check on the weather."

"Yeah, yeah. That'll be a snap." Rainbow Dash laid down on a cloud. "I'll get to that as soon as I'm done practicing."

"Practicing? For what?" Thomas asked.

"The Wonder-Bolts!" she pointed to a poster on a nearby building. "They're going to perform at the festival, and it's been my lifelong dream to become one of them!"

Then, Twilight decided to be a little cheeky. "The Wonder-Bolts? As in the most talented flyers in all of Equestria?"

"The few and the proud!" she answered.

"Please… they would never accept a Pegasus who can't keep the sky clear for one measly day," she teased.

"Hey, I could get rid of all the clouds in ten seconds flat," Rainbow Dash protested.

"Prove it."

This made her cross. In no time at all, she flew dashed through the air, biffing, bashing, and blasting the clouds away. Ten seconds later, they were all gone. Rainbow Dash hovered overhead. "What I say? Ten. Seconds. Flat. I never leave Ponyville hanging."

Thomas and Spike were amazed. Twilight stood dazed and surprised.

"You should see the look on your face," Rainbow Dash chuckled. "You're a laugh, Twilight Sparkle. I think we're going to be fast friends. Pun intended."

But Twilight didn't want to be friends with Rainbow Dash. She wanted to get to the library as fast as she could.

"Got to go. The Wonder-Bolts will be here any minute." And Rainbow Dash dashed away.

"She's amazing!" Spike said. Then he messed with Twilight's hair a little and held in his laughter. The pony girl groaned and she started walking away. "Wait! It's kind of pretty once you get used to it!"

Thomas liked Rainbow Dash already. 'If only Gordon was that fast with the Express…' he thought.

* * *

Meanwhile, Gordon thundered down the main line. James rattled behind him. There they found the abandoned freight train. The big blue engine asked the freight cars where Thomas was.

"We can show you! We can show you!" But secretly, the freight cars were lying. Hector didn't know this.

So James and Gordon were both coupled up to the trucks, and off they went. They raced around the island. When they came over to Gordon's Hill, the trucks put on their brakes. "Pull back! Pull back!"

"Stop that!" Gordon ordered. "This is urgent!"

"Sorry, Gordon," said the trucks, replying. "We won't hold back anymore!" And as soon as they said that, they reached the top. Then they pushed as hard as they could. "On! On! Faster! Faster!"

Gordon and James roared down the hill and up the next. They put on their brakes hard until they were back at a steady pace. But the Troublesome Trucks were biffing and bashing all the way to the Shunting Yards.

James was cross. "This is getting us nowhere! Where's Thomas?!"

The Troublesome Trucks were aware that the red engine was onto them. So… "We don't know! We just wanted some fun!"

"All that for nothing?!" James was cross. He biffed them hard and left.

Gordon looked back at the Troublesome Trucks as he left. "O-o-o-o-o-o-oh, the indignity…"

* * *

"Decorations!" Spike read from the list. He and the two ponies wandered into Town Hall. There were banners, ribbons, and many other decorations throughout the main hall alone. "Beautiful…" the dragon said in awe.

"Very beautiful," Thomas agreed. "So much color."

"Not the decorations. Her…" Spike pointed to the other end of the hall.

There stood a white unicorn pony with a purple curly mane and tail. She was looking through some ribbons with her magic to place on the last pillar in front of her.

Thomas watched as she used her magic. He looking at his horn, and was worried. He didn't know how to use magic at all. He began to think he would be called out on this.

Spike started checking his body. "How're my spines? Are they straight?"

Twilight rolled her eyes. She and the blue pony approached the white one. "Hello. I'm Thomas."

"Just a moment, please?" she asked. "I'm in the zone, as 'twere." So Twilight and Thomas waited a very brief few seconds. At last, she found the right one… "Ah, yes!" ...and she tied it to the pillar in a bow. "Sparkles always does the trick, does it not? Why, Rarity, you are a talent," she said to herself. Then Rarity looked at the three and gasped at Twilight. "Oh, my stars, darling! Whatever happened to your coiffure?"

"Oh, you mean my mane?" she asked. "Well, it's a long story. We're just here to check on the decorations, and then we'll be out of your hair."

"Out of my hair? What about your hair?" Rarity gently started to push Twilight from behind.

"Wait! Where are we going? Help!" Twilight exclaimed.

Spike slowly followed the two girls, only interested in the white one. Thomas laughed as he followed.

* * *

Later, at a small boutique, Rarity zipped to and fro putting different outfits on Twilight. But not one seemed to satisfy her. Twilight grew tired and a little annoyed. At last, she found the right outfit. With her mane and tail back to the way they once were, the purple pony girl now wore what looked like a white saddle embedded in gems.

"Now go on, my dear. You were telling me where you're from," Rarity then tugged on the straps with her teeth to tighten the saddle.

The saddle became too tight for Twilight. She found it hard to breathe. "I've... been... sent... from... Canterlot... to..." Before she could finish, Rarity let go out of shock. She flew through the curtain and crashed onto Thomas.

"Canterlot?!" Rarity's eyes glistened with glee. "Oh, I'm so envious! The glamour, the sophistication! I have always dreamed of living there! I can't wait to hear all about it," she continued as she leaned close to Twilight. "We're going to be the best of friends, you and I."

But Twilight didn't want to be friends with Rarity. She wanted to get to the library as fast as she could.

The white one looked at the large gem under Twilight's neck. "Emerald?! What was I thinking? Let me get both of you some rubies, and maybe some fur dye." And she trotted away.

"What... did she say?" asked Thomas.

The two looked at Rarity, and then at each other. Twilight quickly threw off the saddle and ran for the door. "I'm out of here!"

"Right behind you!" Thomas picked up Spike and ran after her. For once, they were in agreement.


	5. Chapter 4

Chapter 4

Emily and Toby had arrived at the Misty Island Logging Center. There, they saw the Logging Locos, who Thomas discovered with the Jobi wood. Bash, Dash, and Ferdinand were near the edge of the cliff, looking out into the sea.

The only way to get to them was across the Shake-Shake Bridge. Toby stopped near the edge. He was scared. He didn't have such a fond memory of rickety old bridges. Emily, who was behind him, grew impatient.

Toby backed up onto a siding. "I'm just going to wait here."

"Suit yourself." Emily rattled across the Shake-Shake Bridge and to the Logging Locos. "Excuse me, you three. Have any of you seen Thomas here?" she asked.

The three engines chuffed cheekily. "Are you playing Hide-and-Seek?" replied Bash.

"Because you won't find him here!" added Dash.

"That's right," Ferdinand ended.

"This is no time for playing games!" snapped Emily.

"We're not playing. We're waiting." said Dash.

"Waiting? For what?"

"For Tomorrow's sunrise. That's when we get to watch Equestria."

"Equestria?" asked Toby from the other side of the bridge. "That's a real place?"

"Well, sure it is!" Dash told them.

"We watch it every year around this time!" Bash added.

"They have this amazing party every year!"

"It's been our dream to go see one up close!"

"That's right!"

The other two engines could see that they didn't know where Thomas was, they still offered to help. So the Logging Locos followed Emily to Sodor. The Logging Locos laughed. "Only eight more hours!" they sang.

* * *

Late that day, Twilight and Thomas were walking at a much slower pace. They were sure that Rarity was not following them now, so they were relieved.

Spike was still thinking about her. "Isn't she wonderful?" he sighed, dreamily.

"Focus, Romeo," Twilight instructed. "What's next on the list?"

Spike quickly came to his senses, and he checked the parchment. "Music," he said. "It's the last one."

Suddenly, there was the sound of music echoing around the area. The three looked around. They couldn't see where it was coming from.

"It seems to be coming from the bushes." They carefully crept through the bushes. The leaves and branches tickled Twilight's muzzle. They popped their heads through to find a chorus of birds performing before a light yellow Pegasus pony with a tickled pink mane and tail. And the Pegasus pony was singing along with the music.

____"__There's music in the treetops, a__nd there's music in the vale._  
_And all around, the music fills the sky._  
_There's music by the river, a__nd there's music in the grass._  
__And the music makes your heart soar in reply."_**_  
_**__

As she continued to sing, the three from in the bushes watched and listened. They were very pleased. "You got to admit she is good," Spike commented.

The Pegasus pony noticed something in the music and stopped them, then she approached one of the birds. "Um, excuse me, sir. I mean no offense, but your rhythm is just a teeny tiny bit off." The bird nodded in reply, and she fluttered back to where she was. "Now, follow me, please. A-one, a-two, a-one, two, three—!"

Just then, Twilight sneezed loudly. It startled the Pegasus pony and scared the birds away. "Oh, my. I'm so sorry," she said. "I didn't mean to frighten your birds. We're just here to check up on the music, and it's sounding beautiful."

But the Pegasus pony didn't say anything. She didn't look at either Thomas or Twilight. She looked rather scared.

They both smiled nervously. They never knew for someone to be so bashful. But the blue one still tried to be very friendly. "I'm Thomas, and this is Twilight Sparkle. Who are you?" She did answer them, but she spoke so softly, they didn't hear. "I'm sorry. What did you say?" Once again, she was so quiet, it wasn't heard.

One by one, frightened birds slowly returned to the tree. "Well," Twilight began, "um, it looks like your birds are back. So I guess everything's in order." Twilight said as she prepared to leave. Fluttershy could only manage a tiny squeal. "Carry on..." Twilight finished, and she pulled Thomas back using her magic. "Well, that was easy. Next stop: Ponyville library." Twilight said to him and Spike as he came out to them.

Then, the silent pony saw Spike and gasped. "A baby dragon!" She zipped over to him, knocking Twilight and Thomas out of the way. "Oh, I've never seen a baby dragon before! He's so cute!" the Pegasus pony cooed.

"Well, well, well!" Spike replied as he looked back at Twilight.

"Oh, my. You can talk? I didn't know dragons could talk." The winged one eyes were wide with wonder. "That's just so incredibly wonderful, I... I just don't even know what to say!"

"Well, in that case, we better be going." Twilight grabbed Spike with her magic and placed him on her back. Then she started to walk away and Thomas followed.

"Wait! Wait! What's your name?" the Pegasus pony asked.

"I'm Spike," the dragon replied.

"Hi, Spike. I'm Fluttershy. Wow, a talking dragon! And what do dragons talk about?"

"Well, what do you want to know?"

"Absolutely everything."

And once again, Twilight was very annoyed.

"Well, I started out as a cute little purple and green egg..." Spike started.

* * *

It was getting rather late on the Island of Sodor. The steam engines had searched all over looking for Thomas. But they still couldn't find him.

Hiro and Percy slowed to a halt. The Dieselworks were right in front of them. Percy's firebox fizzed. 'Thomas says no steam engine should come here,' he thought to himself, 'but he might be in trouble here.' So, wheel-turn by wheel-turn. Percy and Hiro puffed into the Diesel-Works.

"Trembling tenders," breathed Hiro. "I've never seen a place like this before."

The Dieselworks was old and odd. It was dirty and dark. Percy wheeshed with worry. But Hiro's boiler bubbled bravely.

Then, they heard a voice. "Hello? Is anybody here?" Paxton rolled over. He looked like he was trying to find something. And he did. He found Percy and Hiro. "Oh! Hello there. How can I help you?"

Hiro puffed his biggest puff. "We're looking for our friend, Thomas the Tank Engine. Is he here?"

Paxton looked thoughtful. "I haven't seen him here. Come to think of it, you're the only two engines I've seen all day."

"What do you mean?" asked Percy curiously.

"When I woke up this morning, there was just me, Mavis, and Salty here. And they had to left for work. Den and Dart the Dieselwork Diesels are also gone. I think something bad has happened to them."

The green engine whimpered. "My best friend is gone…" Suddenly, something flew out of his funnel. It was a rolled up piece of paper. The parchment bounced off his boiler and onto the track, rolling out in front of Paxton. "Is that… a letter? Where did that come from?"

"There's only one way to find out. Let's see…" Then Paxton read the paper out loud.

When he finished, their eyes were already wide with surprise. "How did Thomas get to Equestria?" Percy asked in astonishment.

"What is he doing there?" added Hiro.

"What is going on?" fumed Paxton.

"Come, Percy," Hiro said. "We're taking the first ship to Equestria!"

Percy wanted to see his best friend Thomas again, so he quickly puffed back to Brendam Docks. "We're coming, Thomas! My best, best friend!"

* * *

The sun was just setting in Equestria. Thomas and Twilight were just arriving at the library. Spike and Fluttershy were still talking, which annoyed Twilight. But Thomas found it rather entertaining.

"…and that's the story of my whole entire life," the dragon concluded. "Well, up until today, that is…"

Twilight quickly turned around at the door of the library. "I'm sorry," she said. "How did we get here so fast? This is where I'll be staying while I'm in town, and it's far past Spike's bedtime."

"No, it's not!" Spike told her.

Quickly thinking, Twilight bucked her back legs up, and Spike was launched into the air, falling onto the doormat. "Aw, wook at that," she said in a baby-like tone. "He's so sweepy he can't keep his wittle bawance."

Before Spike could complain, Fluttershy picked him up. "You poor thing… we simply must get you to bed." She fluttered into the library.

Twilight ran in after her and pushed her out. "Yes. I'll get right on that. Goodnight." She slammed the door.

Fluttershy was upset. She thought she did something wrong.

Thomas stepped up next to her. "Don't feel bad, Fluttershy. Asking questions is always a good way to make some friends."

This made her feel a little better. "Thank you, Mr. Thomas."

"Please, just call me Thomas. Good night, Fluttershy. I hope to see you again tomorrow," he replied as he approached the way into the library. He then smiled back at the Pegasus pony who started to fly away, and he gently closed the door.

Inside the library, both the boys glared at Twilight Sparkle. They were cross. "You didn't have to be so rude," they both said at the same time.

"Sorry, guys," she replied, "but I have to get back to my research, and I'm running out of time. I just need to be alone so I can study without a bunch of crazy ponies trying to make friends all the time. Now where's the light?"

"Here it is." Thomas threw the switch, revealing a crowd of seemingly unfamiliar ponies surrounding them, with noisemakers in some of their mouths.

"SURPRISE!" They all shouted.

Twilight was surprised. And very cross. "Seriously, Thomas?!"

"It wasn't me."

They soon found out who though. "Surprise!" An all-pink pony with a messy mane and tail appeared in front of Thomas. "Hi. I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were you? Were you? Huh? Huh? Huh?"

"Yes, I was. I didn't expect to-!" Then the blue pony realized something. "Wait a second… I remember you. You ran away like I was going to hurt you."

"Well, yes and no," she said with a giggle. Then she started to explain. "You see, I never saw you before, and if I never saw you before, that means you're new. 'Cause I know everypony, and I mean **everypony**, in Ponyville."

The two and Twilight made their way to a table with refreshments. Twilight, trying to block out Pinkie's constant talking, grabbed a red bottle with her teeth and poured it into a waiting glass.

"And if you're new, it meant you hadn't met anyone yet. And if you haven't met anyone yet, you must not have any friends. And if you don't have any friends, then you must be lonely, and that made me so sad. But then, I had an idea, and that's why I ran away."

Twilight proceeded to place a straw into her drink. As she started to take a sip of the drink, Pinkie still kept talking to Thomas.

"I set up this great big, ginormous, super-duper spectacular welcome party and invited everyone in Ponyville! See? So now you have lots and lots of new friends!"

Thomas was impressed by her reason and her great effort. "Wow! Thank you!"

Twilight, however, looked rather strange. Her cheeks were puffed out, and her eyes were watering. She quickly ran off.

All the others were confused. Except for an oblivious Pinkie Pie. "Aw, she's so happy that she's crying."

Twilight ran into the kitchen and started drinking a large carton of milk. The other ponies couldn't explain why… until Spike picked up the bottle Twilight poured into her cup. "Hot sauce?"

* * *

Much, much, much later, Twilight was in bed. She pressed a pillow against her ears to try and block out the pounding music from outside her door. But it still came through. She couldn't sleep at all. The pony girl shrugged loudly. "Here I thought I'd have time to learn more about the Elements of Harmony. But, silly me, all this ridiculous friend-making has kept me from it!" She exclaimed in frustration.

Just then, she heard a knock on the door. Thomas slowly came in and looked up at her. "There you are. No one has seen you since we got here. Are you alright?"

"No!" she replied. "Everypony in this town is CRAZY! Do you know what time it is?!"

"It's the eve of the Summer Sun Festival." Thomas came up and sat by the bed. "We all have to stay awake if we want to watch the princess raise the sun."

"Good. Then I'll be able to go home to Canterlot."

"And I'll be able to get back home to Sodor tomorrow. That's... actually why I wanted to find you. I wanted to say goodbye… and to thank you."

"Thank me?" The puzzled purple pony pondered. "Thank me for what?"

"You helped me find a way home. You gave me a chance to make some new friends, even if I may never see them again. You let me stay here when I had nowhere else to go." Thomas looked up at the sky through the window. "I probably wouldn't have done anything here if… not for… Why are those stars moving?" he asked nervously.

Twilight looked out where he was looking. There stood the moon with a shadow of a unicorn's head. Surrounding the moon were four large stars that slowly drifted towards it. Twilight was worried. "Legend has it that on the longest day of the thousandth year... the stars will aid in her escape... and she will bring about everlasting night." Twilight spoke softly while holding a book up; the same one she looked at earlier back home.

Thomas was also scared. He heard that same story that same morning. 'Bust my buffers,' he thought. 'It's just like Salty said.'

Twilight's moaned in fear. "I hope Celestia was right. I hope it really is just an old pony's tale."

Then they heard Spike calling for both of them. "It's time to watch the sunrise," he exclaimed.

Twilight and Thomas reluctantly exited the library to join the others in watching the sunrise. But they were both rather scared. Twilight Sparkle especially. She wanted to learn more about the Elements of Harmony. She wanted to prepare to face Nightmare Moon if she needed to. She didn't know what the others would do if they found out. Even though the Princess had seemed confident in her letter that nothing bad was going to take place, the bad feeling still lingered in their mind.

* * *

Just before the cold light of dawn, everyone in Ponyville gathered around a large stage in the town square. Some of the pegasi in the crowd used their wings, and flew into the air to get a bird's eye view of the stage. Everyone else stood around and conversed amongst themselves.

Pinkie Pie popped up. "Isn't this exciting? Are you excited? 'Cause I'm excited. I've never been so excited, well, except for the time that I saw you walking into town and I had my idea. But I mean, really, who can top that?"

Thomas turned to a bid red pony beside him. "Does she always talk this much?"

"Eeyup," he replied.

Then, the opening act began. The crowd started to cheered. Then, the mayor of Ponyville approached the stage and spoke into the microphone. "Hello, world! Coming to you live from Ponyville in Equestria, it is my great pleasure to announce the beginning of the one thousandth Summer Sun Festival!" she began. "In just a few minute, we will witness the Princess wield her magic to create the sunrise, and we will celebrate this, the longest day of the year! And this year, we're reaching out to everyone to celebrate with us! Using special technology from two amazing stepbrothers, we're broadcasting this festival to media around the planet!"

As the crowd cheered louder, Twilight and Thomas looked up. They could see the stars were almost touching the moon. When they did, a bright flash pulsed from the moon, and the shadow was gone. This worried them greatly.

"And now, it is my great honor to introduce to you the ruler of our land," the mayor continued. "the very pony who gives us the sun and the moon each and every day… the good, the wise… the bringer of harmony to all of Equestria, and the world… Princess Celestia!"

The crowds cheered loudly. Rarity pulled a large rope. The curtain behind the band flew open to reveal… that no one was there.

"This… can't be good," Twilight whispered to herself.

The band stopped with surprise. The crowd began to murmur. They were all very confused, and rather worried. "Remain calm, everyone. There must be a reasonable explanation," the mayor advised, now with a worried expression on her face.

"Ooh! Ooh! I love guessing games! Is she hiding?" Pinkie exclaimed, oblivious to everyone's concern.

"I don't think this is a game," Thomas told her. He turned back to the stage, and what he saw nearly made his eyes pop out. "CINDERS AND ASHES!"

A violet vapor grew from the stage. A shadow formed from within. When the vapor cleared, an all-black alicorn stood. It wore dark blue armor, and its mane and tail were a violet translucent.

Twilight knew who it was. "Oh no… Nightmare Moon," she whispered.

"Oh, my beloved subjects," she began with a dark smile, "it's been so long since I've seen your precious sun-loving faces."

The crowd of ponies could only tremble with absolute fear. They could not believe that what was said to be an old pony tale was actually happening in front of them, there and then.

"What did you do with our Princess?!" Rainbow Dash exclaimed.

"Why, am I not royal enough for you? Don't you know who I am?"

Nobody answered. For the most part they didn't know, and they were scared.

"Does my crown no longer count, now that I have been exiled for a thousand years? Do you not recall the legend? Did you not see the signs?"

"I have!" a voice boomed from behind the crowd. It was a voice that made Thomas' back grow cold.

"Who said that?" the one on stage exclaimed. "Reveal yourself!"

A large shape slid from the shadows. The ponies were scared. They didn't know what it was. But Thomas did. "Diesel 10," he muttered quietly.

Very slowly, the large diesel slid along the track. The Ponyvillagers stepped away out of cowardice. He looked right at Thomas and passed right by him. He didn't know that Thomas the Pony was Thomas the Tank Engine. Then, Diesel 10 looked up at the all-black pony and smiled his biggest smile. "There you are! Diesel said you might come by this year. What an honor! It's been a very long time… Nightmare Moon," he said, which made the ponies gasp in horror.

"Well, well, well. Someone who remembers me…" Nightmare Moon smiled.

Behind him, a number of shapes emerged. There were more diesels that came to Equestria. "Diesel's been telling me all about you," Diesel 10 continued. "You're a very… special pony, Nightmare Moon."

"Is that so? Then you must know why I'm here."

"Oh, of course I do. But... it wouldn't be fun for you if I gave it away instead, now would it?"

Nightmare Moon cackled. "Remember this day, citizens of the world, for it was your last. From this moment forth, the night will last forever!" Nightmare exclaimed as she began to laugh maniacally. And the Diesels honked in pleasure.

Twilight and Thomas were horrified. The Mare in the Moon had come. The Night of the Living Diesels (tiddy-boom!) had come. And now, the day... would not.

* * *

_We'll be right back after this short break…_


	6. Silly Songs with Pinkie Pie

And now it's time for…

**_SILLY SONGS WITH PINKIE PIE_**

The part of the fan-fiction, just for fun, where Pinkie Pie comes out and sings a silly song.

* * *

[Quartet (Played by Big Macintosh, Toe-Tapper, Gordon, and Henry)]

_There lived a mare so long ago, her memory's but faint,  
Was not admired, did not inspire like princess and/or saint.  
But ponies came from far and near with their afflicted pets,  
for a special cure, they knew for sure wouldn't come from other vets!_  
_Woooahhh..._

* * *

[Vet (Played by Pinkie Pie)]  
(To Pet owner 1(Played by Princess Celestia))

_This is a song for your poor sick phoenix,  
He's got a fever and his toes are blue.  
But if I sing to your poor sick phoenix,  
He will feel better in a day or two!_

_Yodel-leh-hee yodel-leh-hee yodel-leh-hoo!  
Yodel-leh-hee yodel-leh-hee yodel-eee-ooo!  
Yodel-leh-hee yodel-leh-hee yodel-leh-hoo!  
Yada-yada yada-yada yad-eee-ooo!_

[Nurse (Played by Twilight Sparkle)]  
(To Pet owner 1)

_She's gone a little coo-coo, in case you haven't heard.  
Here's a couple penicillin for your sickly fire-bird!_

* * *

[Quartet]

_No skeptic could explain just how nor could one of rebut,  
the wondrous deeds that went on in that little Alpine hut.  
Some would stand in silence while some just scratched their scalps.  
For the curious ways of the Yodeling Veterinarian of the Alps!  
Woooahhh..._

* * *

[Nurse]  
(On parchment to Vet)

"Good news on the phoenix, doc! He's up and flapping!"_  
_  
[Vet]  
(To Pet owner 2 (Played by Rarity))

_This is a song for your pregnant kitty,  
She's looking nauseous and a week past due.  
But if I sing for your pregnant kitty,  
She will feel better in a day or two!  
_  
_Yodel-leh-hee yodel-leh-hee yodel-leh-hoo  
Yodel-leh-hee yodel-ye-dee yodel-eee-ooo  
Yodel-leh-hee yodel-leh-hee yodel-aye-hoo  
Yada-yada yada-yada ya-ga-doo!  
_  
[Nurse]

_Jump in your car, drive into the city,  
and buy a jug of milk for your nauseated kitty!_

* * *

[Quartet]

_The practice grew; their profits flew until one fateful day,  
when the nurse who did assist the doc asked for a raise in pay.  
The doctor pondered this awhile, sat back and scratched her scalp,_

_Then said: __  
_  
[Vet]

"No way, José!"

[Quartet]

_To the nurse of the Yodeling Veterinarian of the Alps!  
Woooahhh..._

* * *

[Nurse]  
(To Vet on Parchment)

"Good news on the kitty, doc. She's feeling great. Six kittens; named one after you!"

[Vet]  
(To pet owner 3 (played by Spike))

_This is a song for your Ursa Minor;  
He looks un-comfy, and cranky, too.  
But if I sing for your Ursa Minor,  
He will feel better in a day or two!_

Yodel-leh-hee yodel-leh-hee yodel-leh-hoo  
Yodel-leh-hee O-layhee Oly-ooo  
Yodel-leh-hee yodel-leh-hee yodel-leh-hoo  
Yodel-leh-hee yabba-dabba yabba-doo!

[Ursa Minor Roars loudly]_  
_  
[Nurse]  
(To pet owner 3)

'Oh, yeah. That'll work. He's good.'_  
_(Walks away)

[Vet]  
(Losing control)

_Yodel-leh-hee! Yodel-leh-hee yodel-leh-hoo!  
_"No, wait! This should work!"  
_Yodel-leh-hee! YODEL-LEH-HOO! YODEL-LEH-HOO!_

"H-HELP!"

* * *

[Quartet]

_Now the moral of the story: It's the point we hope we've made._

_When you go a little coo-coo, Better keep your nurse well paid!__  
_  
[Vet]  
(Chased by Ursa Minor)

_Yodel-leh-hee! Yodel-leh-hoo!  
Yodel odle odle aye de aye de ooo-ooo-ooo!  
_

[Quartet]

_Whoa!_

_Some would stand in silence while some just scratched their scalps, __  
for the curious ways of the Yodeling Veterinarian of the Alps!_

* * *

This has been…

**_SILLY SONGS WITH PINKIE PIE_**

Tune in next time to hear Twilight Sparkle say…

* * *

[Twilight Sparkle]

"Can anyone perform open-stomach surgery on an Ursa Minor?"


	7. Chapter 5

And now, back to our story…

* * *

Chapter 5

Percy and Hiro raced into Brendam Docks. Their pistons pumped with persistence. By the time they got there, Cranky was placing the last load into the last ship for the night.

Hiro called up to the crane. "Cranky, we need your help!" he exclaimed. "When will the next shipment to Equestria arrive?"

Cranky cranked crankily. "Just this one, and it's leaving right now."

He was right. The ship was just leaving the docks. Percy and Hiro were upset. Now, they had to wait for Thomas to come back some time tomorrow.

They were just about to leave when Cranky grumbled again. "What's with everyone wanting to go to Equestria, anyway? First the Diesels, now you two."

Percy stopped at those words. "Did you say the Diesels? What are they doing there?"

The crane shrugged. "How should I know? What am I? A telescope?"

Please, Cranky," added Hiro. "This is important."

Cranky sighed. "All I know is they wouldn't stop talking about the moon."

"The moon?" Percy and Hiro looked up. Above them, they saw the four stars moving toward the moon. Then, they remembered Salty's tale. So that must have meant… They blew their whistles. "Stop! Wait for us!"

But the ship didn't stop, and it didn't come back.

"Stop the ship, Cranky!"

"What?!"

"Nightmare Moon is coming, and Thomas is in Equestria! They're all in danger!"

"I already told you, there is no such thing as-!" Then Cranky looked up and saw the stars moving toward Nightmare Moon. With a bright flash, the shadow on the moon disappeared, and clouds shrouded the evening light. Now he did believe, and if Thomas was there, then he was in danger. Quickly thinking, Cranky threw his arm out and released his hook. It flew through the air and onto the boat, hooking onto the back. "GOT IT!"

Then there was trouble. The boat was moving too fast, and Cranky was quickly losing cable. He ran out, nut the ship didn't stop pulling. It started hurting his arm, and bending his stand.

"You'll never hold her!" Salty exclaimed. "She'll pull you overboard!"

"Loosen up your cable, Cranky!" Porter added. "Let go of your hook!"

"I can't!" Cranky shouted. "It won't let me!" Luckily, the captain was able to stop his ship just in time. "Mother of Brendam. That was scary."

"What were ye thinking, yeh scurvy dogs?!" Salty exclaimed.

"Nightmare Moon's coming tonight, and Thomas is there! He's in trouble!" Percy answered.

"And the Diesels are there, too! That makes it worse!" added Hiro.

"Shiver me axles!" Salty exclaimed. "If what ye say is true, you'll need more than just two engines. You need more help!"

Hiro and Percy knew Salty was right, and they quickly puffed away to get some.

* * *

Percy and Hiro clickety-clacked along the Sodor track. The boilers bubbled with bravery and their axles ached with adrenaline. They needed all the help they could find.

First, they told Edward and Henry.

"We're coming!"

"We're with you!"

Next, they found Gordon and James.

"The diesels must not get away with this!"

"We'll stop Nightmare Moon with a whoosh and a wheesh!"

Then, they found Emily and Toby.

"We won't rest until we stop the diesels!"

"We won't stop until we rescue Thomas!"

Later, the Logging Locos charged behind them.

"They won't get away with this!"

"What they're doing is wrong!"

"That's right!"

And finally, Paxton joined the rescue party. He was scared, but he couldn't let the other engines get away with their plan, even if it was fellow diesels.

So, together they steamed. They were fearless and fast. They hooted and tooted. The whistled and wheeshed to save Thomas and Equestria.

* * *

"Remember this day, everybody, for it was your last. From this moment forth, the night will last forever!"

The crowd of ponies, including Twilight and Thomas, grew worried and panicked expressions on the faces.

"You have to lower the moon!" Thomas galloped up to Nightmare Moon.

Diesel 10 clawed his tail. "No, we don't! And we won't!" He threw him back in his place. "Out of my way, you puny pony."

The ponies were frightened. They ran frantically for shelter.

Diesel 10 snickered. "Diesels… go have some fun."

The diesels whooshed and raced through the town, chasing every pony they saw. They frightened all the fillies. They captured the colts. They biffed into buildings, and they whammed into walls. Ponyville was theirs.

Nightmare Moon wrapped her mane and tail around her body. She vanished into a violet mist which disappeared into the east, and Diesel 10 followed quickly behind her. Rainbow Dash saw everything. "Nighttime… forever?" She looked down. Below her, Thomas and Twilight ran as fast as they could. "Where're they going?" She followed them from above.

* * *

After Twilight had put a passed-out Spike to bed, she came back down to the library. Thomas was waiting. He sat at the window and watched as the diesels tore through the town. "Fenders and fireboxes… this is a disaster! How did Diesel 10 get here?!"

"Diesel 10?" asked Twilight. "You mean that big thing with the claw? You know him?"

"Yes. Ten out of ten, for devious deeds and brutal strength. The most feared diesel on Sodor, who hates steam engines and all who enjoy them."

"But… how did he know about Nightmare Moon?"

"I don't know, but if they're working together, who knows what will happen!"

"Then there's no time to waste!" Twilight stated. "We must stop them! And the only way to do that is to use the Elements of Harmony, just like last time."

So Twilight and Thomas began searching through the books of the library. Twilight used her magic to pull books off the shelves, quickly reading the pages. Thomas searched the shelves as fast as he could. But they couldn't find what they needed to know.

Twilight saw that her companion was using his hooves instead of his horn. This made her upset. "Thomas, what're you doing? Use your magic! Find something on the Elements of Harmony!"

The blue pony was worried. He knew someone would tell him to use magic. But before he could say anything, Rainbow Dash flew in. Behind her were Fluttershy, Rarity, Applejack and Pinkie Pie. The blue Pegasus pony stared at Twilight and Thomas in anger. "And just what are the Elements of Harmony?!" she asked. "And how did you know about Nightmare Moon, huh?! Are you spies?!"

Applejack pulled on Dash's tail. "Simmer down, Nellie. They ain't no spies," she looked at them as well. "But they sure know what's going on, don't ya?"

The seven ponies were so busy talking, that they didn't notice Devious Diesel was just passing by the window. When he heard about how Twilight knew about Nightmare Moon, he decided to wait and listen. He also saw the blue unicorn pony and was rather curious. "There's something that blue boy that seems awfully familiar," he said to himself.

Twilight looked at the other five. She knew she had to tell them, so she did. "I read all about the predictions of Nightmare Moon's return," she began. "These mysterious objects called the Elements of Harmony are the only things that can stop her, but… I don't know what they are, or where to find them. I don't even know what they do!"

"The Elements of Harmony," said a voice. Every one turned to Pinkie Pie, who was reading a book cover. "A Reference Guide."

Twilight quickly shunted her away and saw the book. "How did you find that?!"

"It was under 'E'!" Pinkie sang cheekily.

Twilight felt a little embarrassed. She picked up the book using her magic and began to read aloud. "Let's see… 'There are seven Elements of Harmony, but only six are known: Kindness, laughter, generosity, honesty, responsibility, and loyalty,'" she read, while everyone, even Diesel, listened. "'The seventh and final is a complete mystery. It is said the last known location of the Elements was in the ancient Castle of the Two Sisters, located in what is now called...'"

Twilight and the girls shuddered as they read the next three words on the page. "The Everfree Forest?!" They all exclaimed fearfully.

After a long moment of silent apprehension, Thomas spoke up, determined to stop the diesels. "Well, we know where to start our search!" He started towards the front door. "Come on! We need to find the Elements before the diesels do!"

"Not so fast!" Twilight said, causing Thomas to stop in mid-step. "Look. I appreciate the offer. But I'd really rather do this on my own." Twilight explained, hoping the others would understand.

"No can do, sugar cube." Applejack said. "It's far too dangerous to go into that creepy place alone. We're stickin' to you like caramel on a candy apple." And they began toward the door.

"Especially if there's candy apples in there!" Pinkie fantasized as Twilight and Thomas gave her a funny look. "What? Those things are good!" she added as she exited the library.

Twilight turned to Thomas. "I guess it's fine if they come along. But you should stay here. Wait for your friends, and go home where you'll be safe."

Thomas had already made up his mind. "No! I'm not leaving knowing Diesel 10 is taking over your home! I'm not leaving until Equestria is safe! I know I can help you!"

Diesel was confused. "How does he know who we are?"

Twilight could only answer with a resigning sigh. "Fine. You can come, Thomas." And they followed the group of ponies.

Diesel's eyes widened. "Thomas…" he growled and hurried ahead of the ponies into the Everfree Forest.

* * *

Meanwhile, in the stillness of the forest, Nightmare Moon's misty vapor lowered to the ground, and she reappeared in its place. Seconds later, Diesel 10 slowed to a stop. He looked at her and smiled menacingly. "Ponyville is already ours. Soon, all of Equestria will be under our control!"

Nightmare Moon snorted. "And what about the princess?"

Diesel 10 crackled. "What about her? She's ours, too." But secretly, he didn't know where she was. He merely wanted to be pleased by the Mare in the Moon. "Nightmare… we diesels wish to do something very special. We want to take over the Island of Sodor."

"Is that so?" asked the Mare.

"And we want you to lead us! When we have Sodor, everyone everywhere will do what we want, and you will be our hero."

Nightmare Moon snorted. "You are a fool if you think I shall do so for nothing."

Diesel 10 clanked his claw. "What gave you that idea? Name your price."

She already knew a perfect trade for her leadership. "The Elements of Harmony… they are a powerful magic that imprisoned me for a thousand years. I want the Elements destroyed!"

He laughed. "Is that all? Missy, destroying things is my specialty! Right, Pinchy?" His claw clanked like it was speaking to him.

Nightmare Moon grinned. "Demanding, ruthless, and with a hunger for destruction. I like you already, Mister…?"

"10. Diesel 10, at your service."

Suddenly, Devious Diesel's horn echoed through the forest. The two saw him rolling toward them. "Boss! Boss!" he panted, "seven ponies… escaped into the forest… searching for the Elements… one of them is Thomas!"

"Who cares?" Then Diesel 10's thought for a second. He was so surprised, he nearly popped a piston. "Thomas?! Are you sure?"

"Let me think... He was a blue pony with the number one on his backside. He knew about us, and the other ponies called him 'Thomas. So... it ain't Casey Jones!'"

Diesel 10 cracked his claw. He was cross. "Get the others and search for the Elements! We'll take care of the ponies." As Devious Diesel slithered away, Diesel 10 turned to the alicorn pony beside him. "We must hurry, Nightmare Moon. Thomas is a tricky tank engine. We must stop them before they stop us!"

So, with a snort, Nightmare Moon charged into the shadow of the Everfree Forest with Diesel 10. They would stop at nothing to stop them.


	8. Chapter 6

Chapter 6

Outside of Ponyville, Thomas and his pony friends were at the edge of the Everfree Forest. They stopped for a moment to gather up the courage they had not lost to Nightmare Moon and the diesels. The large, overgrown forest seemed bigger and darker than usual; who knew what kind of journey awaited them inside the wilderness?

After taking a good look at what they were going to face up ahead, Rainbow Dash grew impatient. "Well, what are we waiting for? Let's go!" she exclaimed as she started into the trees. However, Thomas grabbed her by the tail. "What now?" she groaned.

"We don't know where in this forest the castle is," he replied. "We can't just fly in there blindly!"

"He's right," added Rarity. "We need to find someway to know where it is."

"I know!" Applejack pointed with her hoof. "There's a large hill not too far into the forest. We can use that to see if we can find it. Follow me!"

So the seven ponies ran as fast as they could. And minutes later, they got to the top. At the edge of a high cliff, they all looked out far and wide searching for anything.

But they were so far high, they didn't notice Nightmare Moon and Diesel 10 down at the bottom. But the two did see the seven. Diesel 10 already had an idea. He approached the cliffs and looked up at his claw. "Alright, Pinchy, my little bucket of badness. Time to feast yourself."

Back at the top, Pinkie Pie pointed to the distance. "There it is! On the side of that lone mountain!"

"That mountain?" Fluttershy asked out of fear. "In the middle of the Everfree Forest?"

"It's just a forest," Thomas told them. "What's so scary about it?"

"No pony knows," wailed Rainbow in a ghostly way. "Do you know why?"

"Rainbow Dash! That's not funny!" snapped Twilight.

But the Pegasus pony didn't listen. "Because everypony who has ever come in here has never… come… OUT!" The others were scared to the point of silence.

Suddenly, the ground shook uncontrollably. The ponies wobbled on the cliff as Diesel 10 dug the loose dirt away with his claw. When enough dirt came out, he quickly backed away to safety, and the cliff began to crumble. Every pony without wings fell with the crumbling soil. The other two flew quickly after.

Quickly thinking, Rainbow Dash swiped Pinkie Pie into the air, and Fluttershy grabbed Rarity by the tail. Applejack bit into an uprooted vine, and Thomas grabbed her hoof.

But Twilight couldn't find a way to stop in time. She continued to slide to the edge of the canyon below until it was almost too late. Now, Twilight Sparkle was half on and half off the edge of the cliff. Her back legs wobbled and wiggled in the air. Her front legs were digging and pulling to keep her from falling.

Thomas and Applejack slowly slid up to her. Each one grabbed a hoof and pulled as hard as he could. But the cliff began to crumble again. "Thomas, quick! Use your magic! Lift me up!"

But Thomas didn't. "I… can't! I never used magic before!"

"Are you kidding me?!"

The cliff began to crumble again. It couldn't hold them any longer. Thomas was scared. "Twilight! What do we do?!"

Twilight didn't know. But Applejack did. She made a decision. "Let go, Thomas."

"What?!"

"Are you NUTS?!"

"No, I ain't," she replied as she looked at Thomas. "I promise, she'll be alright."

"That's not true!" Twilight argued.

"Now listen here, sugar cube," Applejack said softly to Thomas. "What I'm saying to you is the honest truth: let do, and she'll be safe."

Thomas wasn't sure what else to do. But a voice inside his head was telling him he could trust her. So he did as Applejack said. He let go of her, and she fell… just in time for Rainbow Dash and Fluttershy to catch her.

Twilight sighed in relief as the two Pegasus ponies slowly lowered her to safety. She watched as Applejack and Thomas hopped down from the cliff. She was starting to question why she didn't want friends being there for her. But she was still pretty cross at Thomas.

Diesel 10 saw everything. He was cross. "How could that have failed?!"

Nightmare Moon crackled. "Worry not, my new ally. For there is more than one way to skin a pony." She then disappeared into a cloud of violet smoke and flew away. Not seconds away, there was the sound of a loud roar. Diesel 10 smiled at what he saw.

* * *

With where they needed to be fresh in their heads, the seven ponies were off. They began through a long canyon… The one Twilight almost fell into. They were all brave and cheerful. But Twilight was very cross.

"Sorry for almost dropping you," Fluttershy told her. "I'm not used to carrying anything more than a bunny or two."

"I'm not upset at you, Fluttershy." She stared angrily at Thomas. "How could you have never used magic? You're a unicorn, for pony's sake!"

Thomas felt nervous. He knew this was bound to happen. So he decided to come clean. "I'm sorry. There's… there's something I should tell you."

But before he could, a loud roar echoed through the valley. There ahead was a large creature. It looked like a lion with bat wings, but it also had a tail like that of a snake.

"A manticore!" Twilight exclaimed. "We've got to get past it!" And all the others agreed…

Except Fluttershy. She knew there was something wrong. So she made a decision.

First, Rarity buck it in the mouth with its back hooves. "Take that, you ruffian!" But the manticore roared loudly, even more cross. "My hair!" Rarity ran as it chased after her.

"Wait," Fluttershy said softly. But no one heard her.

Then, Applejack jumped onto its back, and she rode the creature like a raged bull. The manticore jumped and kicked until finally, the farm girl was flung off.

"Wait," Fluttershy said louder. But no one heard her again.

Next, Rainbow Dash spun around the beast in a whirlwind of color. She was trying to make him dizzy to the point of them passing quickly. But the manticore swatted her away with his tail.

"Wait!" Fluttershy uttered.

The other six ponies could see that nothing was working. They decided to charge straight at the manticore together. Twilight, Thomas, and the others ran as fast as they could toward the manticore, and it ran toward them.

"STOP!" cried Fluttershy. And that made everyone, even the manticore, screech to a half. The Pegasus pony approached the large creature slowly as it growled angrily. She softly hushed it gently brushed her muzzle against its paw.

The manticore could see she wanted to help. It held out its paw, and in its middle was a large thorn.

"Oh, you poor baby…"

"Baby?!" asked Rainbow Dash.

"Now, this'll hurt for just a second." She bit the thorn and yanked it out. She was right. It did hurt, but the manticore was relieved. It picked her up and licked her face happily. Fluttershy laughed because his tongue tickled her. "As, you're just a little old baby kitty, aren't you? Yes, you are. Yes, you are." she cooed like she was speaking to an actual baby cat.

The other ponies smiled. With the manticore distracted, they quickly and quietly passed by the manticore and out of the canyon. Twilight and Thomas stopped and waited for a messy-maned Fluttershy to follow.

"How did you know about the thorn?" one of them asked.

"I didn't," she replied as she passed them. "Sometimes, we just need to be shown a little kindness."

Twilight smiled, and they quickly followed the rest.

Once they disappeared past the trees, Diesel 10 approached the thorn from the manticore's paw. "See? I told you Thomas was troublesome."

The thorn swirled in a cloud of violet, and out from it came Nightmare Moon. "He has proven to be more of a challenge than I anticipated."

"I have another plan, but we have to work together on this one."

"I'm listening…"

* * *

Much later, the seven were slowly moving through a thick part of the forest. It was very quiet. None of the ponies spoke.

Thomas looked at the six girls. He couldn't help but think about how Twilight was cross at him for not using magic. He still wanted to tell them what he really was.

But before he could, Rarity shrugged loudly. "My eyes need a rest from all this icky muck." Suddenly, it got really dark really fast. The trees were blocking the starlight. "Well, I didn't mean it like that…"

"The ruins could be right in front of us, and we wouldn't even know it," said Twilight, worried.

They didn't notice Nightmare Moon's vapor form was slithering under their feet. She seeped into the trees and started to change their form.

Rarity stopped and lifted her hoof. "Yuck! Mud!"

But then, Fluttershy looked ahead, and she screamed loudly.

"It's just mud." A misunderstanding Thomas told her, and he looked ahead. There was a monstrous face inches in front of him. "CINDERS AND ASHES! WHAT"S THAT?!" Thomas shuffled back to the other ponies.

All around them, there were monstrous faces staring at them, and arms flapping around. They heard scary growls all around then, but they didn't know it was actually Diesel 10, who was hiding in the shadows. They all screamed and shouted in fear.

But suddenly, they heard laughter. The ponies and Diesel 10 stopped and looked. It was Pinkie Pie. She was making funny faces and laughing at one of the monsters before her.

"Pinkie! What're you doing?!" asked Thomas. "Get away from those… things!"

"Oh, Thomas, don't you see?" She had already made a decision.

_"When I was a little filly,_  
_And the sun was going down..."_

Twilight Sparkle stared. "Tell me she's not..."

_"The darkness and the shadows,_  
_They would always make me frown…"_

"She is," replied Rarity.

_"I'd hide under my pillow_  
_From what I thought I saw,_  
_But Granny Pie said that wasn't the way_  
_To deal with fears at all."  
_

"Then what is?" asked Rainbow Dash.

_"She said, "Pinkie, you got to stand up tall;_  
_Learn to face your fears._  
_You'll see that they can't hurt you,_  
_Just laugh to make them disappear._  
_Ha ha ha."_

Poof… a puff of pink engulfed the monstrous face, and it disappeared. It wasn't a monster at all. To their relief, it was only a tree.

_"SO! Giggle at the ghostly,  
Guffaw at the grossly,  
Crack up at the creepy,  
Whoop it up with the weepy,_  
_Chortle at the kooky,_  
_Snortle at the spooky,_  
_And tell that big, dumb, scary face to take a hike and leave you alone, and if he thinks he can scare you, then he's got another thing coming, and the very idea of such a thing just makes you want to-! (Giggles)_

_LAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAUGH!"_

When all the 'monsters' were changed back into trees, Thomas and the ponies fell to the ground, laughing. Twilight, who at first thought Pinkie was strange, laughed loudest of all. She was starting to like having others around her more and more.

Now, Diesel 10 and Nightmare Moon were furious. They slithered away to make more ways to stop Thomas and his friends.


	9. Chapter 7

Chapter 7

Back in Ponyville, the diesels were still having a party. They hooted and honked. Daisy twirled on the turntable. All the ponies inside her were spun so much, they all felt too dizzy.

Then, Devious Diesel charged in. He blared his horn and stopped the others. "Head to the Castle of the Two Sisters and find the Elements of Harmony. Diesel 10's orders."

"But we just got here," argued Den.

"What he means is," said Dart, "we ain't leaving."

"Then you're sillier than I thought! Thomas is here, and he's going to stop us with the Elements of Harmony!"

The diesels were hushed.

Den spoke up. "I think we should..."

"Go?" asked Dart.

"Yes."

So Daisy unloaded her woozy passengers, and off they went to the Everfree Forest. By the time the pony villagers came to their senses, the diesels were gone. But that was the least of their concerns.

* * *

Much later, Spike had finally woken up with a shock. "We got to stop Nightmare!" He looked around to see he was back at the library. When he came out, he was shocked.

Ponyville was a left in ruin. Homes were left with holes or toppled over. The plants were flat as flails. And the ponies were left with almost nothing.

Spike groaned in sorrow. "This'll take forever to clean up." Suddenly, there was a rumble and a clackity-clack. They could tell it was headed toward them, so they ran and hid. Their eyes peeped out and watched.

Then the steam engines charged in. Percy and Hiro lead their friends. The ponies were surprised. Spike came out to them. "Please! No more! Just leave us alone!"

The steamies were puzzled. "What do you mean?" asked Percy. "We just got here."

Now, Spike was confused. "You mean you're not with him?"

"'Him' who?"

"HIM! What were they called? Weasel Ben? Measles Den?"

"Diesel 10?!" The engines shuddered and shook. "So they did this!"

"You're not with the diesels?"

"No. We're the Sodor Steam Team. We came to rescue Thomas and take him home. But if the Diesels are here, we'll help to stop them."

Apple Bloom stepped up. "Is he the blue guy with the number one?"

"Exactly!" uttered Percy.

"We haven't seen him since the diesels invaded."

The steamies were depressed.

Then, Spike remembered something from earlier that day. "Do you have the letter from Twilight Sparkle?"

"Yes," answered Percy. "It's in my cab."

Spike climbed into Percy's cab and found the note. He remembered that Twilight charmed it to return to her, ho he threw into Percy's firebox.

A puff of smoke flew from Percy's funnel and flew to the east. And Spike shouted, "Follow that puff!" So be and the steamies followed the puff into the Everfree Forest… and into the shadow of Nightmare Moon.

* * *

Meanwhile, the ponies continued through the forest. They still giggled and guffawed. It wasn't so much at the trees anymore. They were sharing funny stories with each other to liven things up a little.

"So then," Thomas laughed, "that's when Henry said, "It isn't wrong, but we just don't do it.' And Gordon never complained about him again!"

Suddenly, Pinkie Pie stopped them all when they bumped into her. They all looked ahead. In front of them lay a large river. The waves were bouncing around like peas in a frying pan, and there was no easy way to cross.

"Now what?" asked Fluttershy.

Then, they heard what sounded like crying. Not too far away was a long purple serpent. It was splashing around in the water and weeping loudly. "What a world! What a world!" he repeated.

"Excuse me, sir. Why are you crying?" Twilight asked as they approached him.

"Well, I don't know. I was just sitting here, minding my own business, when this weird creature zoomed past me and clawed half of my beloved mustache clean off!" The serpent leaned in to show them where it was torn. "And now, I look simply horrid!" He said as he flopped on his back into the water, soaking all of the ponies.

"Oh, gimme a break." Rainbow remarked, a little annoyed.

"That's no reason to get your tail in a twist!" Applejack Added.

"Why, of course it is! How can you be so insensitive?" asked a voice. It was Rarity. She was cross at the other ponies, and she felt sorry for the serpent. "Oh, just look at you. Such lovely, luminescent scales," she began.

"I know!" The serpent replied, still sniffling a bit.

"And your expertly coiffed mane."

"Oh, I know, I know!"

"Your fabulous manucure."

"It's so true!"

"All ruined without you beautiful mustache."

"It's true, I'm hideous!" The serpent exaclaimed.

"I simply cannot let such a crime against fabulosity go uncorrected!" So Rarity made a decision. She clamped her teeth on one of the serpent's scales and yanked it off.

"Ow! What did you do that for?" The serpent asked.

Rarity used the razor-sharp point of the scale and sliced off her own tail. Then, she used her magic to attach the cut part of her tail to the ruined half of the serpent's mustache.

"My mustache! How wonderful!" He exclaimed with a jubilant laugh.

"You look smashing." Rarity complimented.

Twilight was worried. "Rarity, your tail!"

But Rarity wasn't upset at all. "Oh...it's fine, my dear. Short tails are in this season." Rarity replied. "Besides, it'll grow back."

"So would the mustache." Rainbow Dash murmured to nobody in particular.

Twilight was amazed. Rarity gave up something seemingly valuable for someone she didn't know. And she also did so to keep them on track. That made the purple unicorn smile. And it made her question more and more about not having friends. Twilight looked at the river. The waves had receded. "We can cross now!"

"Allow me!" The serpent stretched his body across to the other side, forming a bridge.

The ponies quickly yet carefully galloped across to the other side, and off they went to continue their journey. Thomas looked back and waved at the serpent. "Thank you! Goodbye!"

"No. Thank you! Au revoir!"

* * *

The group then approached a mist-choked abyss, with a tumbled ruin of the castle standing on the far side. "The ruin that holds the Elements of Harmony. We're almost there!" Twilight exclaimed. She looked down. In front of them was a broken rope bridge.

"On it," Rainbow Dash flew down into the mist.

After grabbing the bridge ropes, she flew to the other end of the abyss and tied one of them to a post. However, before she could tie down the other rope, she heard a voice.

"Rainbow…"

The Pegasus girl dropped the ropes and looked around. There was no one there. She couldn't see anyone.

"Rainbow..." The voice repeated. The mist began to thicken around her, blocking her view from the others.

"I ain't scared of you! Show yourself!" Rainbow exclaimed while punching at the air in a fighting stance.

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The voice started.

"Who?"

"Why, you, of course."

"Really? I mean... oh, yeah! Hey, uh, you wouldn't mind telling the WonderBolts that, would you? 'Cause I've been trying to get into that group forever!"

"No, Rainbow Dash. We want you to join us." Three shapes zoomed in from the fog. They looked like her admired WonderBolts, though their uniforms were much darker. The called themselves… "The Shadowbolts! We are the greatest aerial team in the Everfree Forest, and soon, all of Equestria. But first...we need a captain." one of them explained.

Rainbow Dash's eyes grew wide and a big smile formed on her face.

The mare began to slowly fly in circles around her. "The most magnificent... swiftest... bravest flyer in all the land." The mare she leaned in and whispered this into Rainbow's ear. "We need... you."

"Woo-hoo! Sign me up!" Rainbow exclaimed, leaping up in excitement. But she hadn't forgotten about the others on the other side of the ravine. "Just let me fix this bridge, and then we can head out." And she was just about to do so when the Shadowbolt mare zipped into her path to stop her.

"NO!"

Rainbow Dash was surprised. "This'll only take a second. Literally."

"It's them or us!" The mare said in a far more menacing tone.

Rainbow Dash recoiled slightly. She didn't expect to have to choose between her life-long dreams or being loyal to her friends.

However, before she could say anything, she heard a voice call out to her from the other side of the abyss. "What's taking so long?" Twilight asked. Then she looked to see Rainbow Dash talking to the Shadowbolts through the mist. Seeing that this was probably one of Nightmare Moon's tricks, Twilight tried to warn her. "RAINBOW!" She yelled again, hoping that the said Pegasus would hear her.

Before Rainbow Dash could interpret what she was saying, the mare's eyes began to blaze yellow behind her goggles, causing the fog around them to thicken even more, drowning out Twilight's voice.

"Don't listen to them!" Twilight exclaimed, but as a result of the fog, her voice came out muffled to Rainbow Dash.

"Well?" The mare asked as she awaited her final answer.

After a long silence, Rainbow Dash made a decision. "Thank you for the offer." She merged through them and tied the other rope to its post, fixing the bridge. "But I'm afraid I have to say no." Rainbow finished as she flew away to the other side of the chasm and to her friends.

The Shadowbolts gave her one last malevolent glare before they turned into three puffs of a familiar vapor, which slithered away.

Meanwhile, on the other side of the abyss, the six ponies cheered as Rainbow Dash stood triumphantly in front of the reconstructed bridge. The fog also began to slide away as the group crossed over the gap between the cliffs.

"See? I'd never leave my friends hanging." Rainbow said to the others as they reached the other side.

Twilight smiled. At first, she who had originally opposed the idea of befriending other ponies. But now, she was beginning to understand what it meant to have something to care about other than books or the princess.

* * *

The vapor reappeared inside the castle and revealed Nightmare Moon. The castle was old and ruined. It covered in plants and moss. And it was full of diesels.

Nightmare Moon sighed. "Is there nothing that can stop them?"

All the diesels stared at Nightmare Moon. And their leader cracked his claw. "I have one last idea. Boys, get down there and block the way up here." As the others did as they were told, Diesel 10 looked at Nightmare Moon. "Can you set up a barrier that will delay them while we search for the Elements of Harmony?"

Nightmare Moon smiled. "My magic cannot keep fellow Equestrians away, but I can do this…" Her horn glowed, and bubble engulfed the castle ruins all the way to the bottom of the hill. "Now, no pony can use their talents except for me."

Diesel 10 smiled his biggest smile. "One last thing…"

* * *

As the ponies approached the bottom of the hill, the bubble closed in around them. Rainbow Dash Laughed. "HA! Too slow!" But then, she and Fluttershy fell to the ground with a thud. "What just happened?"

Twilight already knew. "Nightmare Moon's barrier. A spell that keeps ponies from using their natural talents."

They looked up at the castle. The mountain it was on was rocky and rough. There was no way to just walk up the hill.

"Now what do we do?" asked Pinkie Pie.

Twilight looked around. "There should be a delivery tunnel we can use to go straight to the castle courtyard." Then she saw some tracks not too far also saw two or three diesels leaving the tunnel. "Aha!"

The ponies hurried into the tunnel. It was very dark and damp, just like the forest. But they could feel the tracks under their hooves.

"Almost there," said Thomas. "We'll be through this tunnel in no time."

Then there was trouble. There was a rumble and a horn and a clackity-clack as a bright light approached them on the track. The diesels came in the opposite way of the ponies. They were blocking their way through. "Get lost, puny ponies!" snapped Diesel. "You have no business here!"

"We have more business here than you do, 10W-40 Breath!" Twilight shouted.

The diesels behind him laughed at the response. Diesel himself growled.

Thomas stepped up to him. "Diesel! What are you doing?"

"What's it look like, puffball?" he asked back. "Keeping you from finding the Elements of Harmony. The boss and Nightmare Moon have probably found them right now."

"You know helping her isn't right. Let us pass or I'll… I'll…" Thomas was silent.

"You'll what? Dent my buffers? This barriers keep ponies from using magic, or flying, or whatever. You can't do anything!" Diesel laughed.

Behind them, they heard more rumbling. More diesels came in to block the way out. They were surrounded. It was a trap. Slowly the diesels approached the ponies. Soon the ponies were so close to one another, they were practically climbing onto one another. There was no where to run. There was no where to hide.

Devious Diesel cackled. And he started to brag. "What can you ponies do to us? We diesels can do whatever we want. We cannot be stopped. We are revolutionary!"

Thomas was worried. Then he thought of what he just heard. This gave him an idea. "I always tell my friends they should never give up. Neither should I," he said, confidently. Thomas pointed his horn at the diesels. He grunted and groaned. He grumbled and growled. The diesels laughed. The ponies were scared.

Then... it happened. Thomas' horn started to glow, and slowly, Diesel started moving backwards through the tunnel. Thomas followed them slowly. The ponies were surprised, and very impressed. They trotted behind.

Thomas huffed and grunted. He puffed and he groaned. His knees were knocking, and his hooves hurt. But he kept moving forward. At last, they made it out of the tunnel, and into the castle. The unicorn boy pushed the diesels onto the sidings and switched the points. They couldn't come back onto the main line. And Thomas stood tired but triumphant. "I did it… I did it! How do you like that, Mr. We-Are-Revolutionary?!"

Rainbow Dash dashed over to him. "And just how did you do that?" she asked suspiciously. "Nightmare's spell was keeping all ponies from using our talents! You _are_ a spy, aren't you?!"

Twilight tugged on her tail. "What is it with you and jumping to conclusions?" She turned to the blue unicorn. "I don't think he's a spy, but he obviously knows something we don't know. Don't you, Thomas?"

Thomas knew he hadn't been very truthful with his new friends. "I'm sorry. I wanted to tell you this whole time. The truth is…"

Suddenly, Pinkie Pie spoke up. "You're actually a tank engine from the Island of Sodor, and your steam train friends stood up to Diesel 10 for you when he was bullying you, so he challenged you to a Diesel Duel, but during said duel, you lost control, and you were knocked out by a fallen branch, and when you woke up, you were a pony, here in Equestria, so you were hoping to find a way back home and change back to a tank engine after you helped up save Equestria from Nightmare Moon and the diesels!"

Thomas and the diesels were very surprised. Their eyes were wide, and their mouths dangled open.

"Yeah… I'm pretty sure that isn't the reason," said Rainbow Dash.

"Um… Actually…" said Den.

"What he means is," Dart cut in, "she's pretty mush spot-on."

Thomas looked at Pinkie. "How did you know all that?"

"Just a hunch." She smiled cheekily.

"Wait a minute!" Applejack jumped in. "Let me get this straight. You're a train?"

"You're a steam engine?" Twilight asked.

"Thomas the Tank Engine?" Fluttershy added.

Thomas gulped and nodded silently.

"That is… AWESOME!" yelled Rainbow Dash. The other girls oohed and awed the blue unicorn pony, who felt much better.

* * *

As they continued through the castle ruin, Thomas was being asked one question after another.

"Where do you stay?"

"Do you wear anything?"

"Is it fun?"

"What do you eat?"

"How does steam make you tick?"

"Would you say Sodor's just as awesome as me?"

Thomas chuckled. "I want to tell you all that I can. I really do," he told them. "But I think there's something more important to do right now." As they walked into the next room, he pointed to its center.

There, in the middle of the room, stood a large pedestal. It had a large orb in the middle and a number of smaller ones surrounding it. Each of the smaller orbs had a round shape on one side.

Twilight Sparkle knew what they were. "The Elements of Harmony." They finally found them.

Thomas carefully lifted the elements with his newly-acquired magic and placed them before her. Pinkie Pie counted them, but she only saw… "Six. Where's the last one?"

"The book said, 'When the six are present, a spark will cause the seventh Element to be revealed.'" Twilight explained.

"What in the hay is that supposed to mean?" Applejack asked.

"I'm not sure, but I have an idea. Thomas, think you can form a barrier to counter Nightmare's spell?"

"Let me see…" Thomas' horn glowed, and a bubble engulfed himself, Twilight and the Elements.

"Excellent. Everypony else, stand back. I'm not sure what will happen." Twilight closed her eyes. Her magic aura began to take shape around her horn.

"Come on now, y'all. She needs to concentrate." Applejack said as she led everyone else out of the room.

But Nightmare Moon's vapor cloud slithered past the group of ponies unnoticed. It made its way behind and past a straining Twilight and a focused Thomas. The cloud then spun around the stone tablets in a swift circular motion, causing a small, but growing whirlwind to form around them. The increasingly loud windstorm broke Twilight's concentration as she opened her eyes, and let out a cry upon sight of the cyclone.

The other ponies had left the castle and were retreating back to the bridge. But they heard a yell emerge from the room that Thomas and Twilight were in and they galloped back inside.

The whirlwind inside the room had nearly reached the ceiling. It had also sucked up all of the round stones and lifted them up into the air. Thomas and Twilight dove in the whirlwind to catch them. They were just in time to disappear with everything else in the room.

Seconds later, the other ponies returned. They were puzzled and very scared.

"Twilight! Thomas! Where are you?" Pinkie Pie called out.

"Look!" Rarity exclaimed as she gazed out a window.

She saw a number of steam trails puffing toward them. One puff came up through the window, past the ponies and toward an old tower. Then there was a rumble and a clackety-click as the steamies and Spike chuffed in, screeching to a halt.

Applejack stepped up to Percy. "Friends of Thomas?"

"Yes," replied Percy.

"Bullied by diesels?"

"Uh-huh."

"Diesel Duel?"

"Right."

"Couldn't find him?"

"Nope."

"Letter from Twilight?"

"Mm-Hmm."

"Nightmare Moon?"

"Bingo."

"Saw the signs?"

"Yep."

"Return to sender?"

"Correct."

"And you were scared that Thomas might in danger of Nightmare Moon and the diesels, so you came here to rescue him?"

"Exactly!" Percy finished.

"Well, for corn sake! Let's go!" Applejack said as she and everyone started towards the tower, and to the rescue.


	10. Chapter 8

Chapter 8

The violet smoke filled the chamber, causing both Thomas and Twilight to cough softly as they lay on at their stomachs. They looked up and gasped.

There was Nightmare Moon standing with the six element orbs in the grip of her flowing mane and tail. Lightning cracked out from all around her, startling the two unicorns as they let out another gasp.

Another pony slid in from the shadows behind her. He was a brown alicorn pony with dragon-like wings.

Thomas was surprised. "Diesel 10?"

He glared at the two ponies. First at Twilight, and then at Thomas. "Can't believe I didn't recognize you earlier," he said. "I should've known Fat Hatt would send his treasured tank engine to swipe our Elements of Harmony."

Twilight was strong. Thomas was stern. "His name is Sir Topham Hatt!"

"Whatever. You're coming here is just a minor setback. You know nothing about Equestria, and we diesels are already in charge!"

"AHEM!" a voice cleared its throat.

Diesel 10 felt a little silly. "Next to Nightmare Moon, of course."

"Then why do you even need to set an example?" asked Twilight. "You went through an awful lot of trouble with what happened to Ponyville and whatever happened to the princess!"

Diesel 10 cackled. "Spoiler alert. What we did to Ponyville is all we're going to do. We diesels don't want Equestria. We want the Island of Sodor!"

Thomas gasped. He shook with surprise.

"And with Nightmare Moon's help, even Fat Hatt will be taking orders from me."

Then, an idea hummed inside Thomas' head. "Nightmare Moon and Diesel 10! We challenge you to a Diesel Duel! The winner gets the Elements of Harmony!"

"You're kidding. You're kidding, right?" Nightmare remarked to the blue unicorn.

"We're now the most powerful two in the world! We've nothing to prove!" Diesel 10 boasted.

"Then what do you have to lose?" Thomas asked cheekily. "And… you're not scared, are you?"

Diesel 10 snorted. He was cross. "I hate cruel ironies… Fine! Get yourself some cargo."

"Oh, no, you don't." Thomas stamped his hoof, ready to charge. "We do this one the pony way."

"O-Kay…" He thought Thomas was on to something, but he was too cross to think about it. "Charge on three?"

"Works for me," replied Twilight as everyone else in the room readied themselves.

Nightmare Moon placed the Elements down. "One…" she began.

"Two…" Thomas added.

"Three." Twilight and Thomas barreled straight towards the other two. Thomas' horn gradually lit up as they drew themselves closer to making contact. Nightmare Moon and Diesel 10 had also started in their own counter charge towards Twilight and Thomas as she set down the elements. But before anyone could collide with each other, Twilight and Thomas disappeared with a small flash of light. The other two skidded to a stop.

About a second later, the Thomas and Twilight reappeared by the Elements. Thomas quickly shot up his counter-barrier. Twilight aimed her horn at the orbs. "Just one spark. Come on, come on..." Her horn lit up once again.

This time, the five stones began to illuminate, earning a surprised look from Nightmare Moon. This expression quickly turned to anger as she and Diesel 10 charged back.

Right then, the generated force of the elements pushed back hard on the two unicorns, knocking them to the floor at a safe distance.

The Elements of Harmony shook. Sparks flew. "No! No!" Nightmare exclaimed. The unicorns smiled in victory. But just when it looked like Thomas and Twilight had won… it stopped.

"Huh?!" asked Twilight in confusion. "But... where's the last element?!"

The other two began to laugh with full throttle. Nightmare Moon violently stomped her hooves onto the floor. The six elements flew into the air. She and Diesel 10 blasted the six elements to smithereens. Shards flew everywhere.

"You little fools! Thinking you could defeat us? Now, you will never see your Princess – or your sun! The night will last forever!" Nightmare exclaimed, boasting about her supposed victory.

"And you will not!" Diesel 10 laughed. "Now to take care of our the last Diesel Duel! You're going straight to the Smelter's Yard where you belong!"

Thomas and Twilight stood defeated. All seemed hopeless now. But before anything else could happen, something appeared in front of them. Twilight recognized it immediately. "My letter to Sodor? Then that must mean…"

Then, she heard a familiar set of muffled voices coming from a stairway behind her. And Thomas also heard familiar whistling from the same path. The ponies and steamies charged in. Spike, Percy and Hiro lead all their friends. The other four were surprised. Especially Twilight. Then… her lips stretched from cheek to cheek.

"She's smiling? Why is she smiling?" Now, Nightmare Moon and Diesel 10 were scared.

A look of confidence was turned to them as Twilight spoke. "You think you can destroy the Elements of Harmony just like that? Well, you're wrong, because the spirits of the Elements of Harmony... are right here!"

Suddenly, the element shards slowly raised into the air, a light glow coming from each.

"Applejack," Twilight began, "who reassured us when we were in doubt, represents the spirit of… honesty!"

Some of the shares flew around Applejack.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of… kindness!"

The crystals came to Fluttershy.

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of… laughter!"

A few pieces encircled Pinkie Pie.

"Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of… generosity!"

More crystals surrounded Rarity.

"Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the spirit of… loyalty!"

Even more pieces came over to Rainbow Dash.

"And Thomas the Tank Engine, who stood alone against all odds to finish what he started, represent the spirit of… responsibility!"

The last of the shards hovered around Thomas.

The engines behind them were surprised. "That's Thomas?!"

"The spirits of these six got us through every challenge you two threw at us!" Twilight finished.

"You still don't have the last element! The spark didn't work!" Nightmare reminded her.

"That one didn't. A different kind of spark did." Twilight faced the ponies and steamies. "I felt it the very moment I realized how happy I was to hear you... to see you... how much I cared about you." Tears of joy formed in her eyes. "The spark ignited inside me... when I realized that you all... are my friends!"

Suddenly, a bright light appeared over them. The last element had appeared. This one was different from the others. Instead of a round shape on one side, it has a six-pointed star.

This tablet made its descent until it stopped above Twilight. "You see," she explained, "when those elements are ignited by the… the spark, that resides in the heart of us all, it creates the seventh and final element. The Element of Friendship!" The light from the floating element flared out to encompass the other six elements.

They combined on the other ponies into necklaces. As for Twilight, her element transformed into a gold crown that planted itself onto her head. It was studded with small blue jewels and a large, pink, six-pointed star. The six mares then began to rise into the air in a circular formation, as a double whirlwind of color former from them and shot downward to Nightmare Moon.

"NOOOOO! NOOOOO!" shescreamed, as the rainbow cyclone consumed her.

Diesel 10 was also being pulled in. He grabbed some of the ruins near him and held on as best as he could. "Puffball!" He shouted out of fear. "TEAPOT!" The ruins game out, and Diesel 10 flew into the tornado. "TIN KETTLLLLLLLLLE!"

Twilight and her friends continued to float serenely in the gleaming light, while the elements gained more power. Twilight's eyes glowed white as the rainbow cyclone that enveloped Nightmare Moon and Diesel 10 produced one last flare of light. That light filled the entire room, before slowly fading away.

The group of ponies fell to the floor afterwards, exhausted from their journey. But it was all worth it; they had defeated Nightmare Moon... they had prevented an everlasting night... they had saved Equestria, Sodor and the world.

The steamies were surprised. So we're the diesels when they saw what had happened. "Trembling Tenders! That was incredible!" puffed Henry.

"My head..." Rainbow groaned as she and the other ponies started coming to their senses.

"Everypony okay?" Applejack asked as she got up on her four hooves.

"Why, Thomas, it's so amazing." Fluttershy commented.

Thomas was puzzled. "What do you mean?" He then noticed he was larger than the ponies now. He looked over at the remains of a window. What he saw made him feel happier than ever before.

He had completely changed again. His four legs with hooves were now six small wheels. His short, pointy horn was now a short, stumpy funnel. His smooth, furry back was now a short, stumpy boiler and dome to match. And a large cab was where his brown shaggy tail once swayed.

Thomas whistled loud and long. "I'm me again! Hurray!" And he was.

"No, your necklace. It looks just like your cutie mark… or what was your cutie mark." Fluttershy explained.

Thomas looked up at his funnel. There was a necklace on it with a yellow gem. It was shaped like his number one. Then he noticed something. "So does yours!"

The other ponies looked at their gems. Rarity's element was shaped like a diamond. Fluttershy's looked like a butterfly. Applejack's looked like an apple. Rainbow Dash's looked like a lightning bolt. Pinkie Pie's looked like an balloon. Only Twilight Sparkle's element remained the same, but it still matched her cutie mark.

"Gee, Twilight. I thought you were just spouting a lot of hooey. But I reckon we really do represent the Elements of Harmony," Applejack commented.

"Indeed you do," a voice bellowed.

Everyone looked over at the window. The sun had risen once again. And an even brighter light shone. When it settled, the engines gasped. Thomas and all his friends were face to face with the most beautiful pony they had ever seen.

It had white fur and a unicorn's horn, like Rarity. But it also had Pegasus wings and a rainbow-colored mane and tail, like Rainbow Dash. It was taller than the other ponies, but smaller than the steamies. And its cutie mark looked like a picture of the sun.

Twilight gasped happily. She knew who it was. "Princess Celestia!" she exclaimed and rushed over to her.

"Twilight Sparkle, my faithful student," she replied as they nuzzled heads next to the others. Then, she said something that puzzled her pupil. "I knew you could do it."

"But… you said it was just an old pony tale," Twilight protested.

"All I said was that you needed to make some friends," the princess replied. "I saw the signs of Nightmare Moon's return, and I knew it was you who had the magic inside to defeat her. But you could not unleash it until you let true friendship into your heart."

"See? Told ya," Spike jumped in.

Twilight felt silly, but at the same time, she felt very proud.

Celestia looked over at the blue tank engine. "And thank you, Thomas," she told him. "Not just for helping my pupil to learn the magic of friendship. But for going above and beyond and saving everyone from eternal night. You truly are the most really useful engine of all."

The other engines hooted and tooted in agreement. Thomas was the most really useful engine of all.

"Now, if only another would learn as well…" she looked over to the other end of the room. There lay a small alicorn pony. It looked like Nightmare Moon, but its fur was a dark blue, with a light blue mane and tail. Celestia knew who it was. "Princess Luna…"

The pony woke with a shock at the sound of her name. She looked a worried at the pony coming toward her.

"It has been far too long since I have seen you like this," she sat down on her stomach before her. "Time to put our differences behind us. We were meant to rule together, little sister."

"Sister?" Twilight and Rainbow asked, a little surprised.

"Please… will you forgive me for sending you away?" Celestia asked.

The old castle was silent. No engine puffed; no pony moved. They waited, and watched Princess Luna. Then, the younger sister, who was once Nightmare Moon, started to cry. "I'm so sorry! I missed you so much, big sister!" Luna wailed as she wrapped her sister in a hug.

Celestia sniffled. "I've missed you, too."

"Aww…" another voice cooed cheerfully. Everyone looked the engines gasped. There, at the corridor, was… Sir Topham Hatt.

Thomas was worried. "Sir, I can explain!"

But Sir Topham Hatt beamed. "Don't worry. I was with Princess Celestia, and I saw everything. I am very proud of you, Thomas."

Thomas smiled from buffer to buffer, and that made everyone else smile at him.

Then, Sir Topham Hatt looked over past the crowd. There, on his side, laid a de-railed Diesel 10. He was just waking up to see everyone staring angrily at him. "You will never rule Sodor," said Celestia. "All power you once had is now gone. Today, you've shown the world who you really are. You've shown them what is in your heart."

Diesel 10 whimpered. "I-I'm sorry. I'm so sorry. I didn't think there was another way."

"The magic of friendship doesn't just exist in Equestria. It's everywhere. You can seek it out... or you can forever be alone. The choice is yours."

"But... But all I've ever done is drive steamies and diesels apart. I don't know anything about friendship."

Celestia used her magic, and Diesel 10 was carefully placed on the track. "I bet they can teach you."

Thomas and the ponies looked kindly at Diesel 10. And Diesel 10… smiled.

* * *

The steamies and diesels worked well with the ponies. It was tough, rough work, but each day, they all huffed and puffed their hardest.

Hiro, Edward and Emily, cleared the rubbish and the broken wood out of Ponyville by the truckload. Applejack, Toby and the Logging Locos collected new wood from the Everfree Forest. Gordon and Rainbow Dash raced along the rails, pushing and pulling. Henry and Fluttershy sang as they worked in the town square. James and Rarity helped with the decorations, as did Percy and Pinkie Pie.

The diesels pushed and pulled as best as they could. They rattled and rolled so fast and so far, they all felt quite dizzy. But what they saw really surprised them. Thomas and Twilight Sparkle were working with Diesel 10. Diesel 10 was clearing the wreckage from the library. Thomas and Twilight were waiting with the freight cars. Diesel 10 carefully patted Twilight with his claw.

"I never thought I'd see the day," Den breathed.

"Maybe Diesel 10 has changed." added Dart.

And he was right. Diesel 10 still felt terrible about what had happened, and he was trying to make it all better. He was trying to make **_himself_** better.

* * *

At last, the new Ponyville was finished. It was grand. The buildings glistened in the sunshine. The engines puffed and purred with pride. The ponies cheered for a job well done.

Then, Sir Topham Hatt arrived. He smiled from ear to ear. "The new Ponyville is a very special place! Not just because it is new… not just because it is grand… but because it shows what can happen when we put aside our differences and work together!" The engines and ponies agreed, and everyone was happy. "Now, everyone get a well-deserved rest. Tomorrow is a special day."

* * *

The next morning was the dawn of the Summer Sun Festival. Guests came from all over Equestria… and Sodor as well. Everyone waited by the stage for the princess to raise the sun.

Diesel 10 slowly pulled up between the steamies and diesels. "Hello, everybody. Did I miss anything?"

"Nope," replied Percy with a grin. "You're just in time."

He was right. Trumpets blared loudly as Sir Topham Hatt introduced Celestia and two sisters stepped up side by side. "Fillies and gentlecolts, engines and coaches, I'd like to welcome you all to this year's Summer Sun Festival!" Celestia said, and the crowd cheered. "It is no longer with a heavy heart but with great joy that I raise the sun today, for this celebration is to commemorate not the defeat of Nightmare Moon, but the return of somepony I thought I had lost forever... Citizens of Equestria and Sodor, may I present for the first time in a thousand years... my sister, Princess Luna!"

Luna stepped up. She was scared. She thought everyone would be afraid of her... but they weren't. "WELCOME HOME, PRINCESS LUNA!" they were happy to say. Two young pegasus ponies even gave her a necklace of roses. And that made her happy.

She and Celestia stepped up to one another. Their horns touched as they started using their magic together. The Summer Sun slowly crept over the horizon, and everyone was delighted.

Everyone except for Twilight. She was upset. Celestia saw this and came over to her. "Why so glum, my faithful student? Are you not happy that your quest is complete, and you can return to your studies in Canterlot after today?"

"That's just it." She looked over at Spike and the other ponies she was with. "Just when I learned how wonderful it is to have friends… I have to leave them."

The princess smiled. That was exactly what she wanted to hear. "Bertram, take a note, please."

"Certainly, old friend." Sir Topham Hatt started writing in his notebook.

"I, Princess Celestia, hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria. She must continue to study the magic of friendship. She must report to me her findings from her new home in Ponyville."

Twilight smiled the biggest smile she had smiled in a long time. Her friends surrounded her in a group hug. "Oh, thank you, Princess Celestia! I'll study harder than ever before!" Twilight exclaimed happily.

"Wait a minute!" Spike jumped in. "What about Thomas? Will we ever see him again?" The other ponies were surprised. They had never thought about that.

"Why do you think I'm here?" asked Sir Topham Hatt. "Celestia and I were discussing the plans for a new railway network. Soon, the Sodor railway shall come to Equestria, starting with Thomas' branch-line extension to Ponyville." Thomas and his pony friends were delighted. They could see each other more and more.

Princess Luna didn't think that was enough for him. Then, she had an idea. She whispered into the ear of her sister, who agreed. Then, she turned to... "Thomas the Tank Engine, approach."

Thomas slowly approached the two alicorn ponies.

With her magic, Luna lifted a large sword. "In gratitude for saving me from… well, myself, and for saving everyone from eternal night, I hereby knight thee 'Sir Thomas of Sodor.'" Luna touched Thomas on each of his front buffers. The blue engine somehow felt tingly as she did so. "In addition to your new title, I grant you this special enchantment. Whenever you wish, just say the phrase, 'Friendship is Magic,' and you can transform from engine form to pony form and back again."

Thomas… or rather, 'Sir Thomas,' beamed from buffer to buffer. "Thank you, sir! Thank you, your Highnesses!"

"No, thank you, Thomas," replied Celestia. "Because of you, today is a special day, made possible by special friends and special engines. Welcome to our new friends, Steamies and Diesels alike! And thank you all for your help!"

Everyone cheered, honked and whistled in happiness. Even Diesel 10 smiled.

Celestia then snuck over to a certain party pony. "Pinkie Pie, that's your cue."

The pink pony grinned excitedly. She ran off to large speakers and turned on the music player. "Let's get this party started!" Music played. Ponies danced. Engines puffed and purred. And the party began.

_**_Everyone_**: "Together, together, together everyone!  
Together, together, come on, let's have some fun!  
Together, were there for each other every time!  
Together, together, come on, let's do this right!"__  
_

_**Thomas**: "Here and now, it's time for celebration._  
_I've lately figured out,_  
_That with our friends, we have no limitations._  
_That's what it's all about!"_

**__**Twilight Sparkle**: __**__"Everyone is special in their own way,___  
We make each other strong.  
_WE're not the same, we're different in a good way._  
_Together's where we belong!"__

_**Everyone**: "We're all in this together!_  
_Once we know that we are,_  
_We're all stars, and we see that!_  
_We're all in this together!_  
_And it shows when we stand, hand in hand,_  
_Make our dreams come true!__  
_

_"Together, together, together everyone!_  
_Together, together, come on' let's have some fun!_  
_Together, together, together all the time!_  
_Together, were there for each other!"_  
_**Big Mac and Ferdinand**: "THAT'S RIGHT!"_

_**Celestia**: "We're all here, and speaking out with one voice._  
_We're going to rock the house!"_  
_**Luna**: "The party's on. Now everypony, make some noise!_  
_Come on, scream and shout!"_

_**Sir Topham Hatt**: "We've arrived, because we stuck together._  
_A really useful crew!"_

**_**_Everyone_**:_**_ We're all in this together!  
Once we know that we are,  
We're all stars, and we see that!  
We're all in this together!  
And it shows when we stand, hand in hand,  
Make our dreams come!_

_"We're all in this together!  
When we reach, we can fly; know inside,  
We can make it!  
We're all in this together!  
Once we see there's a chance that we have,  
And we take it!  
_

_"WonderBolts sing along! Yeah, you really got it going on!_  
_WonderBolts in the house! Everypony, say it now!_  
_WonderBolts everywhere! Wave your hooves up in the air!_  
_That's the way we do it; let's get to it!_  
_Time to show the world!"_

And no one, be it engine or pony, was happier than Thomas and Twilight Sparkle. They became firm friends ever since.

_**Rainbow Dash**: "ONE MORE TIME!"_

**_**_Everyone_**:_**_ We're all in this together!  
Once we know that we are,  
We're all stars, and we see that!  
We're all in this together!  
And it shows when we stand, hand in hand,  
Make our dreams come!_

_"We're all in this together!  
When we reach, we can fly; know inside,  
We can make it!  
We're all in this together!  
Once we see there's a chance that we have,  
And we take it!_

_WonderBolts everywhere!  
Wave your hooves up in the air!_  
_That's the way we do it; let's get to it!_  
_Come on, everyone!"_

* * *

A few months later, in Canterlot, a group of children ponies followed their teacher. "I want to start our field trip here, in the famous Canterlot Sculpture Garden." As they continued through the garden, the teacher pointed to many statues.

She showed them a statue of three ponies. "That one there represents 'friendship.'" Then to another of one pony, who was proudly holding a flag. "This one represents 'victory.'"

One of the young Pegasus ponies sighed in awe at the victory statue. "Wouldn't it be cool to have that as a cutie mark?"

"It would…" another Earth pony replied. "…if you were actually victoryful at something."

"That's not a real word!" a unicorn pony argued.

"What are you? A dictionary?" snapped the first one.

The teacher stopped the arguing. But she knew they would start back up again. Then, an idea tugged on her tail. She pointed to another statue. This one was much different from the others. It had the head of a pony, the body of a dragon, and arms and legs from other animals. "This is what's known as a 'drakonequus,'" she explained. "What do you think this statue represents?"

The three ponies each had an answer. "Confusion!" "Evil!" "Chaos!" Then they started arguing again. They each thought they were right.

The teacher giggled. "Actually, in a way, you're all right," she told them, which confused them. "This statue represents 'discord:' a lack of harmony between ponies. In fact, you three have demonstrated discord so well, you're each going to write an essay explaining it."

The rest of the class laughed, and started to go. As they continued through the garden, they didn't notice the discord statue started to crack. A sinister laugh emitted from the stone. Something was inside the statue…

* * *

**The End…?**


End file.
